The Letter Of Intent Non Binding is a crucial preliminary document used in Philippine business transactions to outline the basic terms and understanding between parties before entering into a formal, binding agreement. This document type is particularly relevant in mergers and acquisitions, joint ventures, property transactions, and other significant business dealings where parties need to articulate their initial understanding while maintaining flexibility for negotiations. Under Philippine law, while the main provisions are explicitly non-binding, certain sections like confidentiality clauses can be made binding if specified. The document typically precedes more detailed due diligence and formal contract negotiations, providing a structured framework for these subsequent steps while protecting both parties' interests during the preliminary stages of their business relationship.
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1. Date and Parties: Opening of letter identifying the date and full legal names and addresses of both parties
2. Introduction: Brief opening paragraph stating the purpose of the letter and its non-binding nature
3. Transaction Overview: High-level description of the proposed transaction or business relationship
4. Key Terms: Outline of the main commercial terms being proposed
5. Timeline: Proposed schedule for negotiations, due diligence, and potential completion
6. Due Diligence: Overview of the anticipated due diligence process and requirements
7. Non-Binding Nature: Clear statement that the LOI is non-binding except for specific provisions
8. Closing: Signature blocks and formal closing of the letter
1. Exclusivity: Optional provision for exclusive negotiation period, if agreed by parties
2. Confidentiality: If a separate NDA is not in place, this section can be included as a binding provision
3. Costs and Expenses: Statement regarding who bears the costs of negotiations and due diligence
4. Governing Law: While optional in a non-binding LOI, can be included to show intended jurisdiction
5. Break Fee: Optional provision for any break fee arrangements if negotiations fail
6. Contact Details: Detailed contact information for key representatives from each party
1. Term Sheet: Detailed outline of key commercial terms and conditions being proposed
2. Timeline Schedule: Detailed timeline for the proposed transaction and key milestones
3. Due Diligence Checklist: Preliminary list of required documents and information for due diligence
4. Corporate Information: Basic corporate information about the parties involved
Relevant legal definitions
Clauses
Relevant Industries
Real Estate
Manufacturing
Technology
Retail
Construction
Mining
Agriculture
Financial Services
Healthcare
Education
Telecommunications
Energy
Infrastructure
Transportation
Hospitality
Relevant Teams
Legal
Corporate Development
Finance
Business Development
Executive Leadership
Risk Management
Operations
Strategy
Mergers & Acquisitions
Commercial
Relevant Roles
Chief Executive Officer
Managing Director
Business Development Manager
Corporate Lawyer
Chief Financial Officer
Investment Manager
Project Manager
Real Estate Developer
Mergers & Acquisitions Director
Legal Counsel
Commercial Director
Strategy Manager
Operations Director
Corporate Secretary
Risk Manager
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