Letter of Intent Sample for Partnership

LETTER OF INTENT: STRATEGIC PARTNERSHIP

DOCUMENT CONTROL

• Effective Date: [Date]
• Version: 1.0
• Jurisdiction: [Governing State/Province/Country]
• Scope: Mutual Strategic Cooperation

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1. OFFICIAL NOTICE AND DISCLAIMER

LEGAL NOTICE: This Letter of Intent ("LOI") outlines the preliminary intentions of the parties. Except for the sections titled "Confidentiality," "Exclusivity," and "Governing Law," this document is non-binding and does not create a formal partnership, joint venture, or agency relationship. It is intended solely as a framework for the negotiation of a Definitive Agreement ("DA").

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2. PARTIES

This LOI is entered into by and between:

• Party A: [Full Legal Name of Entity], a [Jurisdiction] corporation, with its principal office at [Address] ("Party A").
• Party B: [Full Legal Name of Entity], a [Jurisdiction] corporation, with its principal office at [Address] ("Party B").

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3. OPERATIVE CLAUSES

1. Purpose and Scope: The Parties intend to collaborate on [Specific Project/Objective]. The primary focus includes [Scope of Work: e.g., co-marketing, R&D, supply chain integration].

2. Definitive Agreement: The Parties shall negotiate in good faith to execute a binding Definitive Agreement within [Number] days of the Effective Date.

3. Confidentiality: Both Parties agree that all non-public information exchanged during these negotiations constitutes "Confidential Information." Neither party shall disclose such information to third parties without prior written consent for a period of [Number] years.

4. Exclusivity: For a period of [Number] days (the "Exclusivity Period"), neither party shall solicit, initiate, or engage in discussions with any third party regarding a transaction of a similar nature to that contemplated herein.

5. Costs and Expenses: Each party shall be responsible for its own legal, accounting, and advisory expenses incurred in connection with the preparation of this LOI and the subsequent DA.

6. Termination: This LOI shall terminate upon (a) the execution of the DA; (b) written notice by either party; or (c) the expiration of the Exclusivity Period.

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.

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4. SIGNATURES AND ACKNOWLEDGMENT

The Parties, acting through their duly authorized representatives, have executed this LOI as of the Effective Date.

For and on behalf of [Party A]:

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Signature | Date: [Date]

Printed Name: [Name] Title: [Title]

For and on behalf of [Party B]:

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Signature | Date: [Date]

Printed Name: [Name] Title: [Title]

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5. STEP-BY-STEP EXECUTION GUIDE

1. Due Diligence Review: Before execution, verify the legal standing and signatory authority (e.g., Board Resolution or Certificate of Incumbency) of the counterparty to ensure the signatory has the power to bind the entity.
2. Customization: Fill in the bracketed variables. Ensure the "Exclusivity" period is long enough to conclude negotiations but short enough to protect your firm if the deal stalls.
3. Formal Execution: Ensure the document is signed by an officer with the appropriate corporate authority. Exchange PDF copies via secure transmission (DocuSign or equivalent audit-trailed platform).
4. Transition to Counsel: Immediately transmit the signed LOI to your legal department or external counsel to begin drafting the Definitive Agreement, ensuring that the "Non-Binding" protections are strictly maintained during the drafting phase.