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The Letter of Intent Agreement is intended for two parties who intend to enter into a contract. This Letter of Intent is not a binding contract, it is meant for the parties to ensure they have a clear understanding of what a subsequent contract entails and helps clarify understanding of the potential agreement.
Document Length: 3 Pages
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Related documents may be used in conjunction with this document depending on your situation. Many related documents are intended for use as part of a contract management system.

Related Documents:
Letter of Intent Agreement
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How to write my 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 potential transaction described herein this current day day of current month current year between. company name Party AND company name Party address address city state or province city state or province zip or 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. 1. Summary of Intent. Insert summary of terms for letter of intent. 2. Consideration.

Insert consideration compensation or financial terms. 3. 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 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. 4. 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. 5. Closing Date. Parties agree to 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. 6. 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. 7. Continuity Employment. Insert Business Continuity and Employment terms here. 8. 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. 9. 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. 10. Public Announcements. Neither party shall make any public announcement 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 partys 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 contemplated by this letter of intent. 11. Exclusive Negotiating Rights. Both parties agree that for 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 Insert statement summary of what this letter is about e. g. 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. 12. 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 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. 13. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of state or province. Exclusive jurisdiction and venue shall be in the county County state or province Superior Court.

14. 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. 15. 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.

EXECUTED as of the date first written above. company name By signator authorized signature or signer. Job title of signator authorized signature or signer. Date when the contact was signed

company name By signator authorized signature or signer. Job title of signator authorized signature or signer. Date when the contact was signed Party Initials Party Initials

Writing the Engagement Letter with Services Agreement document (alternate or related contract document)

ENGAGEMENT LETTER THIS AGREEMENT is made this current day day of current month current year by and between company name Company and company name Customer We are pleased to accept your engagement to provide Insert service description here services to you on an ongoing basis. This agreements purpose is to define the capacity of company name and to help set forth the conditions and expectations under which company name will work on your behalf. We shall have full discretion subject to your prior approval to engage our own employees subcontractors or third parties to perform the Services described in Section 1. Any employee or subcontractor we contract with shall be considered an extension of company name and subject to any confidentiality agreements and provisions company name may be subject to while working for company name. Work shall be performed either as task based fixed price or hourly depending on the circumstances or in the case of troubleshooting technical problems. Work may be requested in person by phone or email and always by unilateral agreement. company name will quote estimates for tasks and seek approval by one or more of the above methods. Usually Scope of Work shall be provided to company name at every opportunity for approval or guidance. We will submit itemized invoices for work performed every thirty days. Large expense items pre approved by Customer will be billed as incurred. Typically invoices will show the individual performing the work as well as the rate on an hourly basis. company name reserves the right to withhold or terminate services at any time if Customer fails to pay invoices in timely manner. company name may also request that company name provide billing updates from time to time to aid budgetary control.

No agreement between company name and company name shall preclude future services for other customers deemed adverse or in competition directly or indirectly with company name. We understand that during the course of this engagement we may encounter sensitive or confidential information relating to company names business customers vendors and method of doing business. company name shall never disclose in any shape or form any confidential information trade secrets practices methods or any information deemed sensitive and not made available to the public. We value our relationships with our customers and we look forward to working with you on all future matters. Sincerely first name last name job title 1. Services. Company shall during the Term of Service as defined below provide to Customer the computer consulting services described below the Services or Work Product at such times as Customer may reasonably request. Services include but are not limited to. a Evaluating and researching Customers existing technology and development needs.

b Providing web and application hosting services. c Providing graphic web content creation and multimedia design services. d Providing any other consulting services or project management services required by Customer. 2. Specifications. Company agrees to perform the Services pursuant to the specifications or Statement of Work set forth in Exhibit attached hereto the Specifications 3. Term of Service. Term of this Agreement shall commence on start date and shall continue in full force and effect until terminated by either party upon at least thirty days prior written notice. Absent termination notice no event except breach may terminate this Agreement prior to end date. Upon termination of this Agreement Company shall transfer and make available to Customer all property and materials in Companys possession or subject to Companys control that are the rightful property of Customer. Company shall make every reasonable effort to secure all written or descriptive matter which pertains to the Services or Work Product and agrees to provide reasonable cooperation to arrange for the transfer of all property contracts agreements supplies and other third party interests including those not then utilized and all rights and claims thereto and therein. In the event of loss or destruction of any such material or descriptive matter Company shall immediately notify Customer in writing of the details of the loss or destruction and provide the necessary information for loss statement or other documentation to Customer.

4. Ownership Rights. Company shall have ownership of all Companys Material. Companys Material consists of all copyrightable. a Materials that do not constitute Services or Work Product as defined in Section Services and any Exhibit Specifications b Materials that are solely owned by Company or licensed to Company. c Materials that are incorporated into the Work Product or part of the Services. Company shall hold all rights title and interest in and to Companys Material. Customer shall not do anything that may infringe upon or in any way undermine Companys rights title and interest in Companys Material as described in this paragraph 4. Notwithstanding the above Company hereby grants Customer an unrestricted nonexclusive perpetual fully paid up worldwide license for the use or for the sublicense of the use of Companys Material for the purpose in which it was first employed and used by Customer. 5. Compensation. For all of Companys services under this Agreement Customer shall compensate Company in cash pursuant to the terms of Exhibit attached hereto. In the event Customer fails to make any of the payments referenced in Exhibit by the deadlines set forth in Exhibit Company has the right but is not obligated to pursue any or all of the following remedies. terminate the Agreement breach immediately stop all services bring legal action. 6. Mutual Confidentiality.

Customer and Company acknowledge and agree that the Specifications and all other documents and information related to the performance production creation or any expression of the services or work product are the property of Customer. Materials provided between Company and Customer the Confidential Information including but not limited to documentation product specifications drawings pictures photographs charts correspondence supplier lists financial reports analyses and other furnished property shall be the exclusive property of the respective owner the Owning Party and will constitute valuable trade secrets. Both parties shall keep the Confidential Information in confidence and shall not at any time during or after the term of this Agreement without prior written consent from the Owning Party disclose or otherwise make available to anyone either directly or indirectly all or any part of the Confidential Information. Excluded from the Confidential Information definition is anything that can be seen by the public or had been previously made available by the Owning Party in public venue. 7. Limited Warranty and Limitation on Damages. Company warrants the Services or Work Product will conform to the Specifications. If the Services or Work Product do not conform to the Specifications Company shall be responsible to correct the Services or Work Product without unreasonable delay at Companys sole expense and without charge to Customer to bring the Services or Work Product into conformance with the Specifications. This warranty shall be the exclusive warranty available to Customer. Customer waives any other warranty express or implied. Customer acknowledges that Company is not responsible for the results obtained by Customer when using any Services or Work Product produced by Company. Customer waives any claim for damages direct or indirect and agrees that its sole and exclusive remedy for damages either in contract or tort is the return of the consideration paid to Company as set forth in Exhibit attached hereto. No action regardless of form arising out of the Services rendered or Work Product under the Agreement may be brought by either party more than one year after the cause of action has occurred. In no event shall Company be held liable for consequential damages. 8. Independent Contractor. Company is retained as an independent contractor. Company will be fully responsible for payment of Companys own income taxes on all compensation earned under this Agreement. Customer will not withhold or pay any income tax social security tax or any other payroll taxes on Companys behalf. Company understands that it will not be entitled to any fringe benefits that Customer provides for its employees generally or to any statutory employment benefits including without limitation workers compensation or unemployment insurance. 9. Insurance. Company shall maintain throughout the entire term of this Agreement adequate general liability insurance providing coverage against liability for bodily injury death and property damage that may arise out of or be based upon any act or omission of Company or any of its employees agents or subcontractors under this Agreement. Upon written request Company shall provide certificates from its insurers indicating the amount of insurance coverage the nature of such coverage and the expiration date of each applicable policy. Company shall not name Customer as an additional insured on any applicable policy at any time during this Agreement or as condition of acceptance of this Agreement. 10. Equipment. Customer agrees to make available to Company for Companys use in performing the services required by this Agreement such items of hardware and software as Customer and Company may agree are reasonably necessary for such purpose.

Customer agrees to make the following equipment and or services available to Company. a Servers and equipment required to operate all Customers web sites portals LMS or other application frameworks. b Insert any additional equipment required here 10 Expenses. Company will not be reimbursed for any expenses incurred in connection with the Services or Work Product whether direct or indirect without the express written approval of Customer. 11. General Provisions.

11 Entire Agreement. This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings written or oral between the parties related to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by both of the parties hereto. 11 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of state or province. Exclusive jurisdiction and venue shall be in the county County state or province Superior Court. 11 Binding Effect. This Agreement shall be binding upon and inure to the benefit of Customer and Company and their respective successors and assigns provided that Company may not assign any of its obligations under this Agreement without Customers prior written consent.

11 Waiver. The waiver by either party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect limit or waive such partys right thereafter to enforce and compel strict compliance with every term and condition of this Agreement. 11 Good Faith. Each party represents and warrants to the other that such party has acted in good faith and agrees to continue to so act in the negotiation execution delivery performance and any termination of this Agreement. 11 No Right to Assign. Company has no right to assign sell modify or otherwise alter this Agreement except upon the express written advance approval of Customer which consent can be withheld for any reason. Customer may freely assign its rights and obligations under this Agreement. 11 Payments.

In the event Customer fails to make any of the payments set forth in Exhibit within the time prescribed in Exhibit Company shall have the right to withhold Services remove Work Product from Company owned resources or seek legal remedy until payment in full is paid plus accrued late charges of 2% per month. 11 Indemnification. Customer warrants that everything it gives Company in the execution or performance of services or the creation of any and all Work Product is legally owned or licensed to Customer. Customer agrees to indemnify and hold Company harmless from any and all claims brought by any third party relating to any aspect of the Services or Work Product including but without limitation any and all demands liabilities losses costs and claims including attorneys fees arising out of injury caused by Customers products services material supplied by Customer or copyright infringement. 11 Use of Descriptions of Services or Work Product for Promotional Purposes. Customer grants Company the right to use descriptive text testimonials performance metrics and other images photos and or graphics that demonstrate the Services or Work Product for promotional purposes and or to cross link these items with other promotional resources developed by Company. 11. 10 No Responsibility for Theft. Company has no responsibility for any third party taking all or any part of the Services or Work Product results of Services or Work Performed or the improper use by any third party of any Services or Work Product produced by Company. 11. 11 Right to Make Derivative Works.

Company has the exclusive rights in making any derivative works of any Services Methodology or Work Product. 11. 12 Attorneys Fees. In the event any party to this Agreement employs an attorney to enforce any of the terms of the Agreement the prevailing party shall be entitled to recover its actual attorneys fees and costs including expert witness fees. 11. 13 No Responsibility for Loss. Company is not responsible for any down time lost files equipment failures acts of nature or any damage resultant from activities considered beyond the control of Company such as war riots natural disasters vandalism and other events. Each party represents and warrants that on the date first written above they are authorized to enter into this Agreement in entirety and duly bind their respective principals by their signature below. EXECUTED as of the date first written above. company name

By signator authorized signature or signer. Job title of signator authorized signature or signer. Date when the contact was signed company name By signator authorized signature or signer. Job title of signator authorized signature or signer. Date when the contact was signed Customer Initials Company Initials

A Document from Contract Pack

The editable Letter of Intent Agreement template - complete with the actual formatting and layout is available in the retail Contract Packs.
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