How to write your Letter of Intent Agreement
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How do you write a Letter of Intent Agreement document?
LETTER OF INTENT
This letter of intent confirms the mutual intention of the undersigned, which may hereinafter be referred to as "the parties," to enter into a potential transaction, described herein, this Current Day day of Current Month, Current Year between:
Company Name "Party A" AND Company Name "Party B".
Address Address
City, State City, State
Postal Code Zip or Postal Code. This document, in and of itself, does not represent an enforceable legal contract.
Terms of Agreement
The terms of the proposed transaction are as follows:
Summary of Intent
Insert summary of terms for letter of intent.
Consideration
Insert consideration/compensation or financial terms.
Due Diligence and Review
Upon execution of this letter of intent, parties will allow Insert whether the terms include an examination of financial, accounting, legal, historical or intellectual property information, including any business records, communication, disclosures, contracts or any other legal documents. Any information obtained during this period shall be bound by the terms of a Confidentiality Agreement executed by the parties, dated Date (the "Confidentiality Agreement"). The parties pledge full cooperation in order to complete the due diligence and review period without unreasonable delay.
Purchase Agreement
All terms and conditions contained within the proposed transaction will be fully contained within the Purchase Agreement. Neither party shall be bound by any written or oral statements, whether made by the respective parties or their designated agents, employees or assigns that concern the Purchase Agreement that may arise out of discussion or negotiation.
Closing Date
Parties agree to a closing date of Insert Closing Date, which both parties shall agree to be the date in which both Due Diligence and Review must be complete and all Terms and Conditions contained within the Purchase Agreement.
Conduct in Ordinary Course
All terms are subject to the parties continuing to conduct their business in the ordinary course and having no material adverse change in business, condition, finances, litigation, prospects, governmental action or any material change not disclosed at the time of the closing date.
Continuity/Employment
Insert Business Continuity and Employment terms here.
Expediency
Parties agree that TIME IS OF THE ESSENCE and both shall use all reasonable efforts to complete the Due Diligence and Review period and to sign the Purchase Agreement on or before Insert Signature Date and subsequently to close the transaction as promptly as practicable thereafter.
Expenses
Parties shall be responsible for their own expenses incident to this letter of intent, the Review and Due Diligence period, the Purchase Agreement and all related transaction costs except where explicitly noted in the Purchase Agreement.
Public Announcements
Neither party shall make any public announcement(s) of the proposed transaction contemplated within this letter, or of the execution of the Purchase Agreement without the express written approval of the other party. The above shall not restrict in any way either party's ability to communicate information concerning this letter of intent, the Due Diligence and Review period, the transactions contemplated, and work product or information used by either party, its agents or designees - including information relevant to third parties whose consent shall be required in connection with the transaction(s) contemplated by this letter of intent.
Exclusive Negotiating Rights
Both parties agree that for a period of Insert Days Here that their officers, directors, employees, agents or assigns shall not solicit, initiate, encourage, whether directly or indirectly, or accept any offer or proposal, regarding a statement summary of what this letter is about, e. Acquisition by any person or entity other than the parties listed in this letter of intent, including, without limitation, any purchase or disposition of assets, mergers, sale of stock or securities, equity or any other action that is not considered to be normal and ordinary and within the ordinary course of business conducted.
Remedy of Law
Each party acknowledges and agrees that due to the nature of the information exchanged in this letter of intent and the period of time up until the Closing Date, there can be no adequate remedy of law for any breach of its obligations hereunder, which breach may result in irreparable harm. Upon any such breach or any threat thereof, the aggrieved party shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at law. In the event that any of the provisions of this Agreement shall be held by a court to be overbroad as to scope, such provision or provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain compatible with the law as it shall appear.
Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of State. Exclusive jurisdiction and venue shall be in the County County, State Superior Court.
Entire Agreement
This Agreement supersedes all prior discussions and writings and constitutes the entire agreement between the parties with respect to the subject matter hereof. The prevailing party in any action to enforce this Agreement shall be entitled to costs and attorneys' fees.
Binding Effect
This Agreement shall be binding upon and inure to the benefit of both parties and their respective successors and assigns. Neither party may assign any of its obligations under this Agreement without prior written consent.
Both parties represent and warrant that, on the date first written above, they are authorized to enter into this Agreement in its entirety and duly bind their respective principals by their signatures below:
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Key Takeaways
- The Letter of Intent Agreement is available as a ready-to-edit template.
- The Contract Packs and Professional Bundle include many related agreements and documents.
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How to Build a Legal Contract with Proposal Kit
This video illustrates how to create a legal contract using the Proposal Pack Wizard software. It also shows how to create a proposal with an invoice and contract at the same time.
Frequently Asked Questions
How do I customize this contract to fit my business needs?
Customizing this contract involves editing the document to include your business details, terms, and conditions. The templates are designed to be flexible, allowing you to insert your company's name, address, and other relevant information. You can modify clauses to reflect your unique business practices and legal requirements.
Is this contract compliant with laws and regulations?
The legal contract templates are written by legal professionals and designed to comply with current laws and regulations at the time of their writing. However, laws can vary by jurisdiction and change over time, so it's recommended to have your contract reviewed by a local attorney to ensure it meets all legal requirements specific to your region and industry. Templates are licensed as self-help information and not as legal advice.
Can I use the same contract for different clients or projects?
You can use the same contract for different clients or projects. The templates are versatile and easily adapted for various scenarios. You will need to update specific details such as client names, project descriptions, and any unique terms for each new agreement to ensure that each contract accurately reflects the particulars of the individual client or project.
What should I do if I encounter a clause or term I don't understand?
If you encounter a clause or term in the contract that you need help understanding, you can refer to guidance notes explaining each section's purpose and use. For more complex or unclear terms, it's advisable to consult with a legal professional who can explain the clause and help you determine if any modifications are necessary to suit your specific needs.
How do I ensure that the contract is legally binding and enforceable?
To ensure that the contract is legally binding and enforceable, follow these steps:
- Complete all relevant sections: Make sure all blanks are filled in with accurate information.
- Include all necessary terms and conditions: Ensure that all essential elements, such as payment terms, deliverables, timelines, and responsibilities, are clearly defined.
- Signatures: Both parties must sign the contract, and it is often recommended that the contract be witnessed or notarized, depending on the legal requirements in your jurisdiction.
- Consult a legal professional: Before finalizing the contract, have it reviewed by an attorney to ensure it complies with applicable laws and protects your interests.
By Ian Lauder
Disclaimers
Proposal Kit, Inc. makes no warranty and accepts no responsibility for the suitability of any materials to the licensee's business. Proposal Kit, Inc. assumes no responsibility or liability for errors or inaccuracies. Licensee accepts all responsibility for the results obtained. The information included is not legal advice. Names in use cases have been fictionalized. Your use of the contract template and any purchased packages constitutes acceptance and understanding of these disclaimers and terms and conditions.