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A Letter Of Intent To License Intellectual Property is a crucial preliminary document used when parties wish to formally express their interest in entering into an IP licensing arrangement while reserving detailed negotiations for a later stage. This document is particularly relevant in the Netherlands, where it operates under Dutch civil law and EU regulations, providing a structured approach to pre-contractual negotiations. It typically includes proposed commercial terms, confidentiality provisions, and a timeline for completing the definitive licensing agreement. While mostly non-binding, certain provisions like confidentiality and exclusivity can be made legally binding under Dutch law. The document is commonly used in technology transfers, research commercialization, and cross-industry collaborations where intellectual property rights need to be licensed.

1. Date and Addresses: Opening with the current date and full addresses of both parties

2. Subject Line: Clear indication that this is a Letter of Intent regarding IP licensing

3. Introduction: Opening paragraph identifying the parties and their desire to enter into IP licensing discussions

4. Background: Brief description of each party, the IP in question, and the context of the proposed licensing arrangement

5. Proposed Transaction: Overview of the intended licensing arrangement, including type of license (exclusive/non-exclusive), territory, and field of use

6. Key Commercial Terms: Outline of essential business terms including proposed royalty structure, upfront payments, and duration

7. Timeline: Proposed schedule for negotiation, due diligence, and execution of definitive agreements

8. Confidentiality: Binding provisions regarding the confidential treatment of shared information

9. Non-Binding Nature: Clear statement that the LOI is non-binding except for specified provisions

10. Closing and Signatures: Formal closing, signature blocks, and acknowledgment of receipt