Letter of Intent Sample for Vendor

LETTER OF INTENT: PROVISION OF SERVICES

DOCUMENT CONTROL

• Effective Date: [Date]
• Version: 1.0
• Jurisdiction: [State/Country]
• Scope: Binding/Non-Binding (Select One)

1. LEGAL DISCLAIMER

This document is a formal expression of intent. The parties acknowledge that this document is intended to outline the preliminary framework for a commercial engagement. [Insert "This document is non-binding" OR "This document constitutes a binding agreement"], except for provisions pertaining to Confidentiality, Governing Law, and Exclusivity, which shall remain legally enforceable regardless of the finalization of a Definitive Agreement.

2. PARTIES

Purchaser: [Company Name], a [State of Incorporation] corporation with its principal place of business at [Address] ("Purchaser").

Vendor: [Full Legal Name], a [State of Incorporation] corporation with its principal place of business at [Address] ("Vendor").

3. OPERATIVE CLAUSES

3.1. Scope of Services: Vendor agrees to provide [Description of Services] as detailed in the preliminary Exhibit A attached hereto.

3.2. Term and Termination: The engagement shall commence on [Start Date] and continue for a period of [Duration]. Either party may terminate this LOI with [Number] days’ written notice.

3.3. Compensation: Purchaser shall compensate Vendor [Currency/Amount] based on the following schedule: [Payment Milestones/Terms].

3.4. Confidentiality: Both parties agree to maintain the strict confidentiality of all proprietary information, trade secrets, and financial data exchanged during the term of this LOI. This obligation survives for [Number] years post-termination.

3.5. Exclusivity: Vendor agrees to deal exclusively with Purchaser regarding the specified services for a period of [Number] days from the Effective Date to facilitate the drafting of a Definitive Agreement.

3.6. 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.

4. SIGNATURES & ACKNOWLEDGMENT

By signing below, the authorized representatives of the parties acknowledge their intent to proceed under the terms outlined herein.

FOR PURCHASER: Signature: __________________________ Printed Name: [Name] Title: [Title] Date: [Date]

FOR VENDOR: Signature: __________________________ Printed Name: [Name] Title: [Title] Date: [Date]

5. EXECUTION GUIDE

• Due Diligence: Ensure the "Binding" vs. "Non-Binding" clause is explicitly vetted by your legal department; if you intend for this to be a standalone contract, remove the non-binding language.
• Exhibit Integration: Attach a detailed "Statement of Work" (SOW) as Exhibit A. This document should contain specific technical specifications, Service Level Agreements (SLAs), and granular payment triggers.
• Counterpart Execution: Execute two identical original copies (or utilize a secure e-signature platform like DocuSign) to ensure both parties retain a legally admissible copy.
• Definitive Agreement: Use this document as the "Term Sheet" foundation. It is standard practice to stipulate a "Drop-Dead Date" (usually 30–60 days) by which a formal, long-form Master Service Agreement (MSA) must be signed, or this LOI shall expire.