Letter of Intent Sample for Master Program

LETTER OF INTENT (LOI): MASTER SERVICES FRAMEWORK

Document Control

• Effective Date: [Date]
• Version: 1.0
• Jurisdiction: [State/Province, Country]
• Scope: Master Agreement Framework for Professional Services

1. LEGAL DISCLAIMER

NOTICE: This Letter of Intent ("LOI") is intended to outline the preliminary understanding between the parties. Except for the clauses explicitly designated as "Binding" in Section 5, this document is non-binding and serves as a framework for the negotiation of a definitive Master Services Agreement ("MSA"). Parties are advised to consult with internal legal counsel prior to execution.

2. PARTIES & DEFINITIONS

• "Provider": [Full Legal Name of Service Provider], a [Entity Type, e.g., LLC] organized under the laws of [Jurisdiction], located at [Address].
• "Client": [Full Legal Name of Client], a [Entity Type] organized under the laws of [Jurisdiction], located at [Address].
• "Services": The scope of work to be performed as defined in subsequent Statements of Work (SOWs) issued under the proposed MSA.

3. OPERATIVE TERMS

I. Purpose and Intent The parties intend to enter into a definitive Master Services Agreement governing the provision of [Type of Services, e.g., Software Development/Consulting] services. This LOI establishes the primary commercial terms intended to be incorporated into the MSA.

II. Term and Termination The proposed MSA shall be effective for a period of [Number] years, with an option for renewal upon mutual written consent. Either party may terminate the negotiation process for the MSA at any time prior to execution without liability, except as provided in Section 5.

III. Compensation Structure

• Rate Card: Services shall be billed in accordance with the rates specified in Exhibit A (attached).
• Invoicing: Invoices shall be submitted [Monthly/Milestone-based] and are payable Net-[30/45] days.

IV. Confidentiality Each party agrees to maintain in strict confidence all non-public information disclosed during the negotiation period. This obligation survives the expiration of this LOI for a period of [Number] years.

4. BINDING PROVISIONS

Notwithstanding the non-binding nature of the proposed MSA, the following sections are legally BINDING upon the parties upon signature:

1. Section 3(IV) (Confidentiality)
2. Section 6 (Governing Law and Dispute Resolution)
3. Section 7 (Exclusivity Period, if applicable)

5. GOVERNING LAW & DISPUTE RESOLUTION

This LOI shall be governed by the laws of [Jurisdiction]. Any disputes arising out of the Binding Provisions of this LOI shall be submitted to mandatory binding arbitration in [City, State] under the rules of the [Arbitration Association, e.g., AAA].

6. SIGNATURES & ACKNOWLEDGMENT

Provider: Signature: __________________________ Printed Name: [Name] Title: [Title] Date: [Date]

Client: Signature: __________________________ Printed Name: [Name] Title: [Title] Date: [Date]

7. EXECUTION & ENFORCEMENT GUIDE

• Due Diligence Alignment: Before signing, verify that the "Rate Card" (Exhibit A) is pre-vetted by your internal finance department to ensure current market alignment.
• Execution Protocol: Ensure the signatory possesses the requisite corporate authority (e.g., Board Resolution or delegated signature authority) to bind the entity to the Binding Provisions.
• Transition to MSA: Upon signature, immediately initiate a 30-day "Exclusivity Period" to finalize the drafting of the full Master Services Agreement to prevent competitor interference.
• Version Control: Archive the executed LOI in a secure Document Management System (DMS) alongside the subsequent MSA as historical reference for the "intent" of the parties in the event of future contract ambiguity.