Letter of Intent - Template Form to Create Word and PDF Pro · UK-law

________
________
Company number: ________

________

________
________
Company number: ________

Dear Sir or Madam,

RE: LETTER OF INTENT AND EXCLUSIVE NEGOTIATION AGREEMENT

We write to record and confirm the terms upon which negotiations and discussions have been taking place between ________ (Party A) and ________ (Party B) in relation to the following proposal:

________

(the Proposal)

For the purposes of this letter, Party A and Party B are together referred to as the Parties and each a Party.

Status and effect of this letter

This letter sets out the framework on which the Parties intend to negotiate. Save for the provisions expressly stated below to be legally binding, this letter is a statement of intent only and does not create any legally binding obligations on either Party in respect of the Proposal or any definitive agreement.

Proposed terms of the agreement

The Parties confirm their intention to negotiate the terms of an agreement between Party A and Party B, and that such negotiations shall be subject to the following terms and conditions:

1. The negotiations shall deal with the following matters:

________

2. The nature of these discussions and any terms proposed are further set out in the document attached to and forming part of this letter.

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4. Before any Final Agreement is executed, further negotiations will need to take place between the Parties and either or both Parties will require the opportunity to undertake such due diligence as they consider appropriate. The Final Agreement will need to be drafted so as to incorporate all of the terms and conditions agreed between the Parties.

5. Each Party agrees to continue discussions and negotiations in good faith with a view to executing a Final Agreement within ________ of the date of this Exclusive Negotiation Agreement (the Negotiation Period). If the Parties have not negotiated and executed a Final Agreement within the Negotiation Period, the exclusivity of negotiations under clause 6 shall come to an end.

6. During the Negotiation Period, each Party undertakes that it will not, directly or indirectly, solicit, initiate, encourage, enter into or continue any negotiations, discussions, arrangement or agreement with any other person in relation to any transaction that relates materially to the Proposal. This clause 6 is intended to be legally binding on the Parties.

7. This Exclusive Negotiation Agreement shall terminate at the end of the Negotiation Period, unless the Parties shall have entered into a Final Agreement or shall have extended the Negotiation Period in writing on or prior to that date.

8. This Exclusive Negotiation Agreement shall not be amended, supplemented or otherwise modified except by an instrument in writing signed by authorised representatives of both Parties.

9. Only those provisions of this Exclusive Negotiation Agreement which are expressly stated to be binding (namely the provisions relating to exclusivity of negotiations in clause 6, the provisions relating to confidentiality in clauses 13 and 14, and clauses 11, 12, 15 and 16) shall be legally binding on the Parties. Save as so stated, only the Final Agreement shall bind the Parties as to the Proposal.

10. This Exclusive Negotiation Agreement contains the entire agreement between the Parties as to the matters set out in it, and supersedes any prior oral or written understandings or agreements between the Parties relating to those matters.

11. This Exclusive Negotiation Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with, the laws of England and Wales. Each Party irrevocably agrees that the courts of ________ shall have exclusive jurisdiction to settle any such dispute or claim.

12. Each Party shall bear its own costs and expenses incurred in connection with the negotiations under this Exclusive Negotiation Agreement, the preparation and agreement of the Final Agreement and any related due diligence.

13. All information disclosed by either Party to the other, whether directly or indirectly and whether before or after the date of this letter, that is confidential or proprietary in nature, or that relates to the business, affairs, customers, clients, suppliers, plans or finances of the disclosing Party (Confidential Information), is:

(a) to be kept confidential and secret;

(b) to be used only for the purpose of evaluating and negotiating the Proposal and any agreement between the Parties;

(c) not to be disclosed to any third party without the prior written consent of the disclosing Party, save as required by law, by any court of competent jurisdiction or by any regulatory or governmental authority;

(d) to be disclosed only to those officers, employees and professional advisers of the receiving Party who need to know it for the purpose set out in (b) above (such persons to be specified by the signatories of this letter where required);

(e) to be copied only to the extent necessary for those persons referred to in (d) above to participate in the discussions for the purpose set out in (b) above; and

(f) to be returned to the disclosing Party or destroyed (at the disclosing Party's option) upon written request, together with any copies made of such information, in the event that the Parties do not enter into a Final Agreement.

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14. Each Party shall continue to treat as confidential and secret any Confidential Information disclosed by the other after the discussions between them have concluded (whether or not the discussions conclude with the Parties entering into a binding contract). This clause 14 is intended to be legally binding on the Parties.

15. A person who is not a party to this Exclusive Negotiation Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

16. This Exclusive Negotiation Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts together shall constitute one agreement.

We hope this letter provides the assurance you require. Save for the provisions relating to exclusivity of negotiations and the provisions relating to confidentiality (and the related provisions identified in clause 9), this letter should not be construed as creating any legal obligations between the Parties.

If this Exclusive Negotiation Agreement is not executed by both Parties by the end of the Negotiation Period, the binding provisions contained in it will terminate on that date. In particular, this letter is not intended to create any legal relationship, nor to bind either Party as to the terms or acceptance of any agreement relating to the Proposal, save in respect of those provisions expressly stated to be binding.

Please confirm your agreement to the terms set out in this Exclusive Negotiation Agreement by signing and returning the enclosed copy of this letter. Upon signature by both Party A and Party B, this letter shall constitute a binding agreement in respect of those provisions relating to the exclusivity of negotiations and confidentiality only.

Yours faithfully,

Signed: ________
Position: ________
for and on behalf of ________
Date: ________

I hereby acknowledge and accept the terms and conditions contained within this letter dated ________, for and on behalf of ________.

Signature: ________

Name: ________

Position: ________

Date: ________