Letter of Intent Sample for Research

LETTER OF INTENT: RESEARCH COLLABORATION & NON-BINDING TERM SHEET

Document Control

• Effective Date: [Date]
• Version: 1.0
• Jurisdiction: Laws of [State/Country]
• Scope: Preliminary framework for research and development cooperation.

1. OFFICIAL NOTICE AND DISCLAIMER

This Letter of Intent ("LOI") outlines the preliminary intentions of the parties. Except for sections regarding Confidentiality, Exclusivity, and Governing Law, this document is non-binding and does not constitute a legal commitment to consummate a transaction. This document is provided for informational purposes and should be reviewed by legal counsel prior to execution. No reliance should be placed on the non-binding provisions herein.

2. PARTIES

• Party A: [Full Legal Name], having its principal place of business at [Address] (“Researcher”).
• Party B: [Full Legal Name], having its principal place of business at [Address] (“Sponsor”).

3. OPERATIVE CLAUSES

1. OBJECTIVE & SCOPE OF RESEARCH The Parties intend to collaborate on the research project titled: [Project Title]. The primary focus shall be [Specific Technical/Scientific Focus]. The detailed Research Plan is attached hereto as Exhibit A.

2. FINANCIAL TERMS & RESOURCE ALLOCATION Sponsor shall provide total funding in the amount of [Currency/Amount] to be disbursed in the following tranches: [Tranche Schedule]. Researcher shall provide the following resources: [Equipment/Personnel/Facilities].

3. INTELLECTUAL PROPERTY (IP) RIGHTS

• Background IP: Each Party retains sole ownership of pre-existing intellectual property.
• Foreground IP: Any discoveries or inventions made during the term of this research shall be owned by [Party A/Party B/Jointly] subject to a definitive Research Collaboration Agreement (RCA).

4. CONFIDENTIALITY The Parties agree to be bound by the terms of a Non-Disclosure Agreement dated [NDA Date]. All information disclosed during the term of this LOI remains subject to said agreement.

5. EXCLUSIVITY For a period of [Number] days from the Effective Date, the Parties agree to negotiate in good faith exclusively with each other regarding the subject matter of this LOI.

6. NON-BINDING NATURE Except for Sections 3.4 (Confidentiality), 3.5 (Exclusivity), and 4 (Governing Law), this LOI is a statement of intent only and creates no legal obligation to proceed with the research project or enter into a definitive agreement.

7. GOVERNING LAW This LOI shall be governed by and construed in accordance with the laws of [Jurisdiction].

4. SIGNATURES & ACKNOWLEDGMENT

For: [Party A Name] Signature: ___________________________ Printed Name: [Name] Title: [Title] Date: [Date]

For: [Party B Name] Signature: ___________________________ Printed Name: [Name] Title: [Title] Date: [Date]

5. EXECUTION GUIDE

• Due Diligence: Perform a KYC/AML check on the counterparty and verify the existence of valid existing IP assignments for all personnel involved in the research before signing.
• Attachment Verification: Ensure the "Exhibit A" (Research Plan) contains concrete milestones, technical specifications, and clear deliverables. Vague descriptions in an LOI frequently lead to litigation during the definitive agreement drafting phase.
• Formalization Timeline: Set a strict "Drop-Dead Date" in a separate side-letter if you wish to enforce a hard deadline for the execution of the final Research Collaboration Agreement (RCA).
• Authorized Signatory: Ensure the signatory has actual authority (Board Resolution or Power of Attorney) to commit the entity to the Exclusivity and Confidentiality obligations contained herein.