Letter of Intent Sample Harvard

LETTER OF INTENT: BUSINESS ACQUISITION / STRATEGIC PARTNERSHIP

DOCUMENT CONTROL

• Effective Date: [Insert Date]
• Version: 1.0
• Jurisdiction: [Insert State/Province, Country]
• Scope: Non-Binding Expression of Intent (Subject to Definitive Agreement)

1. OFFICIAL NOTICE & COMPLIANCE DISCLAIMER

LEGAL NOTICE: This document is intended as a preliminary expression of interest and does not constitute a legally binding agreement to consummate a transaction, with the exception of the "Exclusivity," "Confidentiality," and "Governing Law" clauses contained herein. No party shall be deemed to have reached an agreement until the execution of a fully integrated Definitive Purchase Agreement (“DPA”).

2. PARTIES

This Letter of Intent (the "LOI") is entered into by and between:

• Purchaser: [Company Name], a [State] corporation with its principal place of business at [Address] (“Purchaser”).
• Seller: [Full Legal Name/Company Name], residing/headquartered at [Address] (“Seller”).

3. OPERATIVE CLAUSES

3.1 Transaction Structure. The parties intend to engage in a transaction whereby Purchaser will acquire [100% of Equity/Specified Assets] of Seller for a purchase price of [Insert Amount], subject to adjustment based on [Working Capital/Due Diligence results].

3.2 Due Diligence. Upon execution of this LOI, Seller shall provide Purchaser reasonable access to books, records, financial statements, and operational assets. The diligence period shall conclude on [Date].

3.3 Exclusivity. In consideration of the expenses incurred by Purchaser, Seller agrees that for a period of [Number] days from the Effective Date, it shall not solicit, initiate, or engage in discussions or negotiations with any third party regarding the sale or transfer of the business assets or equity.

3.4 Confidentiality. Both parties agree to hold all non-public information disclosed during negotiations in strict confidence and to use such information solely for the purpose of evaluating the proposed transaction.

3.5 Governing Law. This LOI shall be governed by the laws of [Jurisdiction]. Any disputes arising from the binding provisions (3.3 and 3.4) shall be adjudicated in the courts of [County/State].

4. SIGNATURES & ACKNOWLEDGMENT

IN WITNESS WHEREOF, the parties have caused this LOI to be executed by their duly authorized representatives.

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

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

5. STEP-BY-STEP EXECUTION GUIDE

1. Tailor & Review: Populate all bracketed fields with specific financial and legal identifiers. Have local counsel verify that "Exclusivity" and "Confidentiality" clauses align with your state’s specific contract statutes.
2. Execution Protocol: Ensure all signatories have board-level authority to sign. Utilize a cryptographically secure e-signature platform (e.g., DocuSign or Adobe Sign) to create an audit trail of the signing process.
3. Record Retention: Retain the executed PDF in a secure Document Management System (DMS). Categorize under "Active Negotiations" and set a calendar alert for the expiration of the Exclusivity Period to prevent inadvertent legal "lock-in."
4. Transition to DPA: Use this document as the structural foundation for the Definitive Purchase Agreement; any variance between this LOI and the DPA must be explicitly reconciled by counsel during the drafting phase.