Letter of Intent Sample in the Philippines

LETTER OF INTENT (LOI)

DOCUMENT CONTROL

• Effective Date: [Date]
• Version: 1.0
• Jurisdiction: Republic of the Philippines
• Scope: Preliminary Agreement for [Nature of Transaction, e.g., Joint Venture/Acquisition]

LEGAL DISCLAIMER

This document is a formal expression of interest and, except for clauses explicitly marked as "Binding," is non-binding and intended solely as a basis for further negotiation. It does not constitute a legally enforceable commitment to consummate the transaction. Parties are advised to consult with Philippine legal counsel prior to execution to ensure compliance with the Civil Code of the Philippines and relevant SEC/DTI regulations.

I. PARTIES

This Letter of Intent ("LOI") is executed on this [Day] of [Month], [Year] by and between:

[Name of Proponent/Company], a corporation duly organized and existing under the laws of the Republic of the Philippines, with principal office address at [Office Address], represented herein by [Name of Authorized Signatory], [Title], hereinafter referred to as the "PROPOSER".

AND

[Name of Recipient/Target Company], a corporation duly organized and existing under the laws of the Republic of the Philippines, with principal office address at [Office Address], represented herein by [Name of Authorized Signatory], [Title], hereinafter referred to as the "RECIPIENT".

II. OPERATIVE CLAUSES

1. OBJECTIVE: The Proposer intends to [describe the transaction, e.g., acquire the assets/shares of the Recipient] for a consideration of [Amount in PHP].
2. DUE DILIGENCE: The Recipient agrees to provide the Proposer access to necessary books, records, and facilities for a period of [Number] days from the Effective Date. The Proposer shall maintain the confidentiality of all information obtained.
3. EXCLUSIVITY (BINDING): For a period of [Number] days from the execution of this LOI, the Recipient shall not solicit, entertain, or negotiate any offers from third parties regarding the subject matter of this transaction.
4. CONFIDENTIALITY (BINDING): Both parties agree to hold in strict confidence all proprietary information shared during the negotiation period and shall not disclose the same to third parties without prior written consent.
5. EXPIRATION: This LOI shall automatically expire on [Date] unless a Definitive Agreement is executed by both parties prior to said date.
6. GOVERNING LAW: This LOI shall be governed by and construed in accordance with the laws of the Republic of the Philippines. Any disputes arising hereunder shall be submitted to the exclusive jurisdiction of the courts of [City/Municipality], Philippines.

III. EXECUTION BLOCK

FOR THE PROPOSER:

[Name], [Title] Date: ____________________

FOR THE RECIPIENT:

[Name], [Title] Date: ____________________

IV. STEP-BY-STEP EXECUTION GUIDE

1. Corporate Authority Verification: Ensure that the signatory for each party holds a valid Secretary’s Certificate authorizing them to sign an LOI and enter into preliminary negotiations on behalf of the corporation.
2. Due Diligence Scoping: Before signing, clearly define the "Scope of Due Diligence" in an annex to avoid scope creep and protect the Recipient's trade secrets.
3. Legal Review: Have this document vetted by counsel to ensure that the "Exclusivity" clause does not violate any existing prior agreements, such as Right of First Refusal (ROFR) held by other shareholders or creditors.
4. Formal Transmittal: Transmit the signed copy via registered mail or professional courier service to ensure proof of receipt, and maintain a digital scan as a master record for the duration of the exclusivity period.