LETTER OF INTENT
This Letter of Intent (the "LOI") is entered into as of [Effective Date] (the "Effective Date"), by and between:
[Party A], a corporation ("Provider"), and
[Party B], a corporation ("Customer").
Each may be referred to as a "Party" and together as the "Parties." This LOI records what the Parties currently intend so they can negotiate a definitive agreement, and is non-binding except where it expressly says otherwise.
1. Purpose. This LOI expresses the Parties' mutual intention to work together on the commercial relationship described below. The final details, terms, and conditions will be as the Parties mutually agree in a separate, binding agreement (the "Definitive Agreement"). This LOI exists to assist that negotiation.
2. Proposed Transaction. The Parties currently intend to [description of the transaction the Parties intend]. The scope described here is indicative and the Parties expect it to be refined as they negotiate the Definitive Agreement.
3. Key Commercial Terms. The Parties currently expect the commercial terms to be [the pricing, fees, or consideration the Parties expect]. These terms are indicative, remain subject to diligence and internal approvals, and are not binding until set out in the Definitive Agreement.
4. Timing. The Parties expect the commercial relationship to begin on or around [target date]. Each Party will use good-faith efforts to negotiate the Definitive Agreement promptly and to make reasonably necessary personnel and information available to the other Party during that process.
5. Confidentiality. Each Party has disclosed or may disclose information about its business that is confidential or proprietary in nature, or that should reasonably be understood as confidential or proprietary given its nature and the circumstances of disclosure ("Confidential Information"), including this LOI and its terms. Neither Party will (a) use the other's Confidential Information for any purpose other than evaluating and negotiating the transaction described in this LOI; nor (b) disclose it to anyone else, except to employees and advisors who need to know it and are bound by comparable obligations, or as required by law after reasonable advance notice where legally permitted. Each Party will protect the other's Confidential Information using at least the same protections it uses for its own similar information, and no less than a reasonable standard of care. These obligations do not apply to information that the receiving Party can demonstrate: (a) is or becomes publicly available through no fault of the receiving Party; (b) the receiving Party rightfully knew or possessed before disclosure, without confidentiality restrictions; (c) the receiving Party rightfully received from a third party who was free to disclose it, without confidentiality restrictions; or (d) the receiving Party independently developed without using or referencing the Confidential Information. These obligations continue for three years after this LOI expires or either Party ends discussions, and for trade secrets for as long as they remain trade secrets under applicable law. Either Party may share this LOI and its terms with its prospective investors, lenders, or acquirers, and with its advisors, in each case under obligations of confidentiality. This section is binding on the Parties.
6. Binding Effect. Only the sections titled Confidentiality, Binding Effect, Governing Law and Jurisdiction, and General are binding on the Parties. Every other section of this LOI records the Parties' current intentions and creates no legal obligation or liability for either Party. Neither Party is obliged to enter into a Definitive Agreement, to continue negotiations, or to agree to any particular term, and either Party may end discussions at any time for any reason. Ending discussions does not release either Party from the binding sections of this LOI or from liability for breaching them. Nothing in this LOI limits what a Definitive Agreement may contain. If the Parties have not signed a Definitive Agreement within 60 days after the Effective Date, this LOI expires automatically, though the sections listed above that are binding survive that expiry, subject to their expressly stated durations.
7. Governing Law and Jurisdiction. This LOI and all matters relating to it are governed by, and construed in accordance with, the laws of Delaware, without regard to its conflict of laws provisions. Any legal suit, action, or proceeding relating to this LOI must be instituted in the state or federal courts located in Delaware, and each Party irrevocably submits to the exclusive jurisdiction of those courts. This section is binding on the Parties.
8. General. Neither Party may assign this LOI without the other Party's prior written consent. The Parties are independent and this LOI does not create a partnership, joint venture, agency, or employment relationship between them, and neither Party may bind the other. There are no third-party beneficiaries of this LOI. If any provision is held unenforceable, it will be limited to the minimum extent necessary and the rest of this LOI remains in effect. This LOI may only be amended by a writing signed by both Parties, and supersedes any prior letter of intent or term sheet about the same subject. This LOI may be executed in counterparts, including electronic copies, each of which is an original and which together form the same document. This section is binding on the Parties.
By signing below, each Party acknowledges the intentions set out in this LOI and agrees to be bound by the sections identified as binding.
Provider: [Party A]
By: ________________________________
Name: [Signatory]
Title: [Title]
Customer: [Party B]
By: ________________________________
Name: [Signatory]
Title: [Title]