1. Non-Binding Nature of this Letter of Intent
Except as expressly stated herein, this LOI is intended solely as an expression of the Parties’ intent and does not create or constitute a binding obligation on either Party with respect to the proposed transaction. A binding agreement will arise only upon the execution of a definitive agreement (“Definitive Agreement”) duly authorized and executed by the Parties.
2. Proposed Terms
The Parties anticipate that the following key terms will govern the Definitive Agreement:
- Description of Transaction: [Insert a summary of the transaction, e.g., “Party A intends to purchase [Insert Assets] from Party B.”]
- Consideration: [Specify the proposed purchase price, compensation, or other terms, e.g., “The proposed purchase price is $[Insert Amount], subject to due diligence.”]
- Due Diligence: The Parties agree to conduct due diligence, including but not limited to [Insert scope of due diligence, e.g., “reviewing financial records, legal documents, or inspecting the property.”]
- Timeline: [Insert timeline for finalizing the Definitive Agreement or key milestones.]
3. Confidentiality
The Parties acknowledge that the information shared pursuant to this LOI may include confidential or proprietary information. Both Parties agree to maintain the confidentiality of such information in accordance with the terms of any existing or separate confidentiality agreement.
4. Exclusivity (if applicable)
For a period of [Insert Duration, e.g., “sixty (60) days”] following the date of this LOI, the Parties agree to negotiate exclusively and in good faith toward the execution of a Definitive Agreement. During this period, neither Party shall solicit or engage in negotiations with any third party regarding the subject matter of this LOI without the prior written consent of the other Party.
5. Governing Law
This LOI shall be governed by and construed in accordance with the laws of the State of [Insert Jurisdiction], without regard to its conflict of law principles.
6. Termination
This LOI shall terminate upon the earliest of:
(a) execution of a Definitive Agreement by the Parties;
(b) mutual written agreement of the Parties; or
(c) [Insert Duration, e.g., “sixty (60) days”] from the date hereof, unless extended by mutual written agreement.
7. Acknowledgment
By signing below, the Parties acknowledge their understanding and agreement to the terms of this LOI, subject to the non-binding nature of this document except as expressly stated in Section [Insert Section Number, e.g., “3” for Confidentiality].
