Letter of Intent for Software Engineering

LETTER OF INTENT: SOFTWARE ENGINEERING SERVICES

Document Control

• Effective Date: [Date]
• Version: 1.0
• Jurisdiction/Scope: [State/Province/Country]

LEGAL DISCLAIMER

This Letter of Intent ("LOI") is intended to outline the preliminary understandings between the parties. Except for the clauses titled "Confidentiality," "Exclusivity," and "Governing Law," this document is non-binding and does not constitute a final service agreement. The parties intend to negotiate and execute a definitive Master Services Agreement (MSA) and/or Statement of Work (SOW) based on these terms.

1. PARTIES

This LOI is entered into by and between:

• Client: [Client Company Name], a [Legal Entity Type] organized under the laws of [Jurisdiction], located at [Address] ("Client").
• Engineer: [Full Legal Name/Company Name], located at [Address] ("Engineer").

2. SCOPE OF SERVICES

The Engineer shall provide specialized software engineering services, including but not limited to:

• [Brief description of technical stack/project goal].
• Development, testing, and deployment of [Specific Deliverables].
• Ongoing maintenance and technical advisory for a term of [Duration].

3. COMPENSATION & PAYMENT TERMS

• Fees: Client shall compensate Engineer at a rate of [Amount/Currency] per [Hour/Project Phase].
• Invoicing: Invoices shall be issued [Monthly/Milestone-based] and payable within [Number] days of receipt.
• Expenses: Pre-approved out-of-pocket expenses shall be reimbursed upon submission of valid receipts.

4. INTELLECTUAL PROPERTY (IP)

All software, source code, documentation, and related intellectual property developed by the Engineer pursuant to this engagement shall be deemed "Work Made for Hire." Upon full payment, all right, title, and interest in said IP shall vest exclusively in the Client.

5. CONFIDENTIALITY

The parties agree to maintain the strict confidentiality of all proprietary technical data, business processes, and trade secrets exchanged during this engagement. This obligation survives the termination of this LOI for a period of [e.g., 3 years].

6. EXCLUSIVITY

For a period of [Number] days from the Effective Date, the Client agrees to negotiate exclusively with the Engineer regarding the project scope defined herein, provided the Engineer continues to demonstrate good-faith progress.

7. GOVERNING LAW

This LOI shall be governed by and construed in accordance with the laws of [Jurisdiction], without regard to its conflict of law principles.

EXECUTION BLOCK

For Client: Signature: __________________________ Name: [Signatory Name] Title: [Title] Date: [Date]

For Engineer: Signature: __________________________ Name: [Signatory Name] Title: [Title] Date: [Date]

STEP-BY-STEP EXECUTION GUIDE

1. Verification: Ensure all bracketed [...] fields are populated with exact legal entity names and contact details. Do not leave any fields blank.
2. Negotiation: If specific terms (e.g., IP transfer or payment windows) are non-standard, amend the draft in tracked changes mode before circulating for signature to ensure both parties acknowledge the deviation.
3. Formal Execution: Ensure the document is signed by individuals with proper signatory authority (e.g., CTO, CEO, or authorized Principal). Use an e-signature platform (e.g., DocuSign, Adobe Sign) for a verifiable audit trail.
4. Transition to Definitive Agreement: Use this signed LOI as the primary exhibit when your legal team drafts the formal Master Services Agreement (MSA) to ensure consistency in scope and financial expectations.