Letter of Intent Sample Bisaya Version

This document is drafted as a Non-Binding Letter of Intent (LOI), structured for professional and commercial applications within the Philippines. While the body is drafted in English to maintain legal certainty under the Philippine Civil Code, the "Intent Clause" is provided in Bisaya to ensure absolute clarity of consensus (meeting of the minds).

LETTER OF INTENT (LOI)

Document Control:

• Effective Date: [Date]
• Version: 1.0
• Jurisdiction: Republic of the Philippines

1. LEGAL DISCLAIMER

This Letter of Intent (LOI) outlines the preliminary understanding between the Parties regarding a potential transaction. Except for the clauses pertaining to Confidentiality, Exclusivity, and Governing Law, this document is non-binding and does not constitute a formal contract. No legal obligations shall arise until a Definitive Agreement is executed by both parties.

2. PARTIES

• PROPOSER: [Full Legal Name/Company Name], with principal office at [Address].
• RECIPIENT: [Full Legal Name/Company Name], with principal office at [Address].

3. OPERATIVE CLAUSES

1. SCOPE OF INTENT (Pahayag sa Katuyoan): Ang Proposer nagpadayag sa iyang intensyon sa pagsulod sa usa ka kasabutan uban sa Recipient alang sa [Description of Project/Service/Transaction]. Ang mga partido nagkauyon nga kini nga dokumento magsilbing basehan sa umaabot nga negosasyon.

2. TERMS OF TRANSACTION: The Parties shall negotiate in good faith to finalize the definitive terms, including but not limited to, consideration, timeline, and deliverables, within [Number] days from the Effective Date.

3. CONFIDENTIALITY: Both Parties agree to maintain strict confidentiality regarding the negotiations and any proprietary information shared. This clause shall survive the termination of this LOI for a period of [Number] years.

4. NON-BINDING NATURE: Except for Sections 3 and 5, this LOI is an expression of interest only and does not create a binding legal obligation to consummate the transaction.

5. GOVERNING LAW: This LOI shall be governed by and construed in accordance with the laws of the Republic of the Philippines. Any dispute arising hereunder shall be settled primarily through amicable negotiation.

4. SIGNATURES & ACKNOWLEDGMENT

FOR THE PROPOSER:

[Printed Name & Title] Date: [Date]

FOR THE RECIPIENT:

[Printed Name & Title] Date: [Date]

5. EXECUTION & ENFORCEMENT GUIDE

1. Verification of Identity: Ensure that the signatory for the other party has the proper Corporate Secretary’s Certificate or Special Power of Attorney (SPA) authorizing them to sign on behalf of their entity.
2. Date and Counterparts: Sign two original copies. This document may be executed in counterparts; each shall be deemed an original, but all together shall constitute one and the same instrument.
3. Transmission: If signing remotely, exchange scanned copies via verified corporate email addresses; however, retain the wet-ink originals in your legal file for evidentiary purposes.
4. Transition to Contract: Once terms are finalized, immediately engage counsel to draft a Definitive Agreement (MOA or Service Contract) that supersedes this LOI to ensure full enforceability.