Letter of Intent - Template, Sample Form to Fill out

________,
________

From the office of: ________,
Job title: ________

________,
________

Letter of Intent

Private and Confidential

(See attached Non Disclosure Agreement)

Date: ________

Re: Intention to Create a Legally Binding Joint Venture Agreement

Dear ________,

I am writing on behalf of ________ (Party A) in reference to the discussion between ________ and ________ (Party B) which took place on ________.

This letter serves to state ________'s intention to further negotiate and codify the basic terms and conditions for engagement as outlined in our discussion, (the 'Proposed Agreement'), for the express purposes of concluding and executing a legally binding agreement incorporating those terms ( the 'Joint Venture Agreement').

The Proposed Agreement:

It is proposed that Party A, (________) and Party B, (________) enter into a joint venture.

The Purpose of the joint venture is as follows:

________

In the conduct of this joint venture, Party A, (________) undertakes to do the following:

________

Party B, (________) shall undertake to do the following:

________

Overall Structure:

A separate legal entity will be established for the purposes of carrying out the proposed joint venture, to be owned jointly by Party B and Party A, with ownership of the company distributed as follows:

Party A will hold: ________%, (________)

Party B will hold: ________%, (________)

Basic Financials:

Party A will supply seed capital of: ________ (________) Euro

Party B will supply seed capital of: ________ (________) Euro

Terms and Conditions on Negotiations for 'the Joint Venture Agreement' :

1. By attaching their signatures to this document Party A and Party B assert their intention to establish legal relations and work towards the conclusion of a legally binding agreement, 'the Joint Venture Agreement', based substantially on the terms and conditions set out in the Proposed Agreement outlined above, representing as they do the common intention of the Parties and envisioned terms and conditions of engagement as of this date.

2. The Parties acknowledge that the terms, conditions and objectives laid out in this letter are non exhaustive and remain explicitly subject to contract. (For a more detailed elaboration of the terms and conditions advanced by ________, please see the document attached). The terms contained in this document cannot be enforced by either Party. Further negotiations are required to elaborate, supplement and render certain the basic terms and conditions articulated in the present document prior to their incorporation in the Joint Venture Agreement which will as such contain additional terms, conditions, representations and warranties, customary for agreements of this type, not included herein.

3. In the conduct of negotiations, each Party shall be wholly responsible for their own costs associated with the preparation and execution of the Joint Venture Agreement.

4. The Parties shall act in good faith with a view to furthering and protecting business relation and advancing common financial interests. Each Party shall notify the other of any real or potential financial liability they incur where it may in any way affect the other.

5. The Parties shall refrain from soliciting offers from or negotiating with any third party in respect of the Proposed Agreement from this date (________) forward until a legally binding agreement has been executed or negotiations between the Parties are terminated.

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In particular and furthermore, the Party receiving Confidential Informational shall undertake to observe the following obligations:

1. to refrain from using any Confidential Information for reasons other than the Proposed Agreement unless otherwise authorised by the Party disclosing the Confidential Information

2. to maintain Confidential Information in a safe and secure location, physical or cyber space and take necessary measures to avoid its unlawful acquisition by third parties

3. to return any Confidential Information in their possession at the request of the Party which has disclosed it, or upon the expiration or termination of the Parties' professional relationship

7. The Parties should refer to the Non Disclosure Agreement for specific terms and conditions pertaining to obligations of non disclosure.

8. In advance of the execution of the Joint Venture Agreement, the Parties are entitled to conduct appropriate due diligence as they see fit. Both Parties to the joint venture agree to make available their accounting and financial information, existing contracts, client list and any other information, insofar as is reasonable, practicable and necessary in light of the Purpose of the joint venture.

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10. It is envisioned that negotiations be concluded and a formal, binding contract be executed by the following Closing Date: ________.

11. Nothing in this letter shall serve to mitigate, nullify or mollify the contents of any other agreement existing between the Parties. Any existing agreements shall remain in force irrespective of the contents of this letter.

Action Required:

If Party B (________) is similarly motivated to pursue the Proposed Agreement described, please return the present document and attached Non Disclosure Agreement signed by an authorised signatory to the addresses of ________ as above.

________ is also willing and available to discuss matters pertaining to the the Proposed Agreement.

Contact Information:

Please note the contact information of the following individual(s) acting as a representative(s) on behalf of ________ in this matter:

Name and title: ________, ________
email: ________
phone number: ________

Declaration and Signature:

It is our sincere hope and intention, pursuant to a successful negotiation and conclusion of mutually satisfactory terms and conditions, to execute a contract to bring the proposed agreement into effect.

We look forward to receiving your reply and the fruitful continuation of our relationship.

Yours sincerely,

_____________________

________ (________)
writing for and on behalf of ________.

TO BE SIGNED AND RETURNED BY PARTY B:

I, writing for and on behalf of ________, (Party B), acknowledge and accept the terms articulated in this 'Letter of Intent to Create a Legally Binding Joint Venture Agreement' and offer notice of the Party's intention to enter into legal relations through the execution of a lawful contract.

___________________________

Name of ________'s (Party B) representative:

Job title:

Date of signature:

Appendix "OUTLINE OF PROPOSED TERMS AND CONDITIONS"

Appendix "NON DISCLOSURE AGREEMENT"