This letter is used by a party seeking to enter into a proposed business transaction with
another party. The letter of intent outlines the material terms and conditions of the
proposed transaction. It includes the purpose of the business transaction, each party's
duties, and other additional terms. This document provides a template for drafting a
letter of intent and may be customized to fit the specific needs of the parties. It should
be used by a party seeking to enter into a business transaction with another party.
Letter of Intent for a Business Transaction
TO: [Name & Address of Receiving Party]
FROM: [Name & Address of Offering Party]
DATE: [Insert Date Letter Sent]
SUBJECT: [Describe nature of proposed agreement]
Dear: [Name of Receiving Party]:
[Offering Party’s Name] offers this letter of intent (“Letter”), outlining the mutual intent
of both parties to enter into the following business transaction between [Offering Party]
and [Receiving Party] in regard to: [Describe nature of proposed agreement]. This letter
sets forth the terms and conditions that [Offering Party] seeks to use as material terms for
the proposed agreement. This letter supersedes in its entirety any and all communications
that previously occurred between the parties. This letter is non-binding and requires
further consideration and a final contract or agreement as executed by the parties in order
to be held legally enforceable.
The Terms and Conditions proposed are as follows:
1. Overall Structure:
The mutual goal of this business transaction is to: [detailed description of transaction].
In order to effectuate this transaction the parties agree to complete the respective tasks,
obligations, or requirements:
[Offering Party] Agrees To: [Duties of Offering Party; i.e. services rendered, payment
tendered or received, goods exchanged, etc . . .]
[Receiving Party] Agrees To: [Duties of Receiving Party i.e. services rendered, payment
tendered or received, goods exchanged, etc . . .]
2. Negotiation:
Parties agree to enter into negotiations under the Terms and Conditions of this Letter, to
determine whether this business transaction is viable for both parties. Both parties agree
not to enter into negotiations or solicit information or negotiations with any third party
from receipt of this Letter until the term of negotiations has ended either under the Terms
and Conditions of this Letter, or by a mutual agreement by the Parties that negotiations
have ended.
3. Confidentiality:
In the case that any confidential information should be exchanged between the Parties,
resulting from negotiations under the Terms and Conditions of this Letter, both parties
shall agree to make any necessary efforts to keep all information confidential.
4. Time:
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Parties shall make all reasonable efforts to finalize transaction within ninety (90) days of
the receipt of this letter by [Receiving Party].
5. Public Announcement:
Neither Party shall make any public announcement of negotiations under the Terms and
Conditions of this Letter, nor make any public announcement regarding the formation of
[New Entity] without the express consent of both parties.
6. Expenses:
Any Expenses accrued under the Terms and Conditions of this Letter shall be paid as
follows:
[Describe all relevant proposed prices for products or services rendered by both parties]
[Offering Party] agrees to pay [Proposed Price] for [Proposed Business].
[Receiving party] agrees to pay [Proposed Price] for [Proposed Business].
7. Governing Law:
All matters arising from this Letter and any subsequent negotiations shall be governed by
the laws of [State of Governing Law].
8. Additional Terms of Transaction:
[Include all relevant terms of business transaction, tailored to your specific agreement,
i.e. additional consideration, future negotiations, liabilities, conditions precedent, closing
dates, covenant not to compete, expenses, arbitration agreement, venue clause, etc.]
If [Name of Receiving Party] finds the terms and conditions of this Letter to be
acceptable and a reflection of the intentions of both parties, please demonstrate this intent
by signing and returning this letter at the principal place of business of [Offering Party]
on or before [Date of Necessary Return]. Any changes to material Terms and Conditions
by [Receiving Party] will require the reconsideration of [Offering Party] in order to be
consistent with Parties’ intentions.
Very Sincerely,
By__________________
[Name of Offering Party]
TO: [Name and Return Address of Offering Party]
The Terms and Conditions set forth in the above-signed letter are acceptable and
reflect the