________
(a company incorporated in Ireland under the Companies Act 2014, registered number ________)
Registered office: ________
From the office of: ________
Job title: ________
________
(registered number ________)
________
LETTER OF INTENT
Private and Confidential — Subject to Contract — Without Prejudice
(See attached Non-Disclosure Agreement)
Date: ________
Re: Intention to Negotiate 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 sets out Party A's intention to negotiate and record the basic terms and conditions for engagement outlined in our discussion (the "Proposed Agreement"), for the express purpose of concluding and executing a legally binding agreement incorporating those terms (the "Joint Venture Agreement").
§ 1. The Proposed Agreement
1.1 It is proposed that Party A (________) and Party B (________) enter into a joint venture.
1.2 The purpose of the joint venture is as follows:
________
1.3 In the conduct of this joint venture, Party A undertakes to do the following:
________
1.4 Party B shall undertake to do the following:
________
Overall Structure
1.5 It is proposed that a separate legal entity be incorporated under the Companies Act 2014 for the purpose of carrying out the joint venture, to be owned jointly by Party A and Party B, with ownership 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
§ 2. Terms and Conditions Governing Negotiation of the Joint Venture Agreement
2.1 By attaching their signatures to this document, Party A and Party B record their intention to work in good faith towards the conclusion of a legally binding Joint Venture Agreement, based substantially on the terms and conditions set out in the Proposed Agreement above, representing the common intention of the Parties as of the date of this letter.
2.2 Subject to contract. The Parties acknowledge that the terms, conditions and objectives set out in this letter are non-exhaustive and are expressly subject to contract. (For a fuller elaboration of the terms advanced by ________, please see the Appendix attached.) Save for §§ 2.4, 2.5, 2.6, 2.7, 2.9, 2.11 and § 3 (which are intended to be and are legally binding), the terms of this letter are not intended to create, and do not create, any legally binding obligation on either Party, and may not be enforced by either Party. The Joint Venture Agreement will contain additional terms, conditions, representations and warranties customary for agreements of this type and not included herein.
2.3 Each Party shall be wholly responsible for its own costs associated with the preparation, negotiation and execution of the Joint Venture Agreement.
2.4 The Parties shall act in good faith with a view to furthering and protecting the business relationship and advancing their common interests. Each Party shall notify the other of any actual or potential liability it incurs where the same may in any way affect the other.
2.5 Exclusivity. The Parties shall refrain from soliciting offers from, or negotiating with, any third party in respect of the Proposed Agreement from the date of this letter (________) until the earlier of (a) the execution of the Joint Venture Agreement and (b) the termination of negotiations between the Parties in accordance with § 2.9.
2.6 Confidentiality. In the course of negotiations, each Party may receive and disclose "Confidential Information", being any information of a proprietary or commercial nature, or otherwise material to the business of the disclosing Party. The receiving Party undertakes to keep all Confidential Information in the strictest confidence and not to disclose it to any third party, other than to its employees and professional advisers who require it to perform functions related to the Proposed Agreement and who are bound by equivalent obligations of confidentiality. Nothing in this letter restricts any disclosure required by law, by a court of competent jurisdiction, or by a competent regulatory authority. The processing of any personal data exchanged between the Parties shall be carried out in accordance with the General Data Protection Regulation (Regulation (EU) 2016/679) and the Data Protection Act 2018.
In particular, the receiving Party shall:
2.6.1 refrain from using any Confidential Information for any purpose other than the Proposed Agreement, unless otherwise authorised in writing by the disclosing Party;
2.6.2 maintain Confidential Information in a safe and secure location, whether physical or electronic, and take all measures reasonably necessary to prevent its unauthorised acquisition by third parties; and
2.6.3 return or destroy any Confidential Information in its possession at the request of the disclosing Party, or upon the expiry or termination of the Parties' relationship.
2.7 The Parties shall observe the further terms and conditions set out in the Non-Disclosure Agreement attached at the Appendix, which shall govern in the event of any conflict with this § 2.6.
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2.10 It is intended that negotiations be concluded and a formal, binding Joint Venture Agreement executed on or before the following closing date: ________.
2.11 Nothing in this letter shall reduce, nullify or otherwise affect the terms of any other agreement existing between the Parties, which shall remain in full force and effect.
2.12 Governing law and jurisdiction. This letter, and any binding provisions contained in it, and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of Ireland, and the Parties submit to the exclusive jurisdiction of the courts of Ireland.
§ 3. Action Required
3.1 If Party B (________) wishes to pursue the Proposed Agreement, please return this document together with the attached Non-Disclosure Agreement, duly signed by an authorised signatory, to ________ at the address set out above.
3.2 ________ is willing and available to discuss any matters pertaining to the Proposed Agreement.
§ 4. Contact Information
Please note the contact details of the following representative(s) acting on behalf of ________ in this matter:
Name and title: ________, ________
Email: ________
Phone number: ________
§ 5. Declaration and Signature
It is our sincere hope and intention, following successful negotiation and the conclusion of mutually satisfactory terms, to execute a contract giving effect to the Proposed Agreement. We look forward to receiving your reply and to 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 set out in this Letter of Intent and give notice of the Party's intention to negotiate in good faith towards the execution of a legally binding Joint Venture Agreement, subject to and in accordance with the terms of this letter.
___________________________
Name of Party B's representative: ________
Job title: ________
Date of signature: ________
Appendix — "OUTLINE OF PROPOSED TERMS AND CONDITIONS"
________
Appendix — "NON-DISCLOSURE AGREEMENT"
________