Letter of Intent Template WORD

LETTER OF INTENT (LOI) – ACQUISITION / STRATEGIC PARTNERSHIP

1. DOCUMENT CONTROL

• Effective Date: [Date]
• Version: 1.0
• Jurisdiction: [State/Province/Country]
• Scope: Preliminary binding/non-binding expression of intent regarding [Project Name/Transaction Type].

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2. OFFICIAL NOTICE & DISCLAIMER

LEGAL NOTICE: This Letter of Intent ("LOI") is intended to outline the preliminary understanding between the parties. Except for specific provisions identified herein (Confidentiality, Exclusivity, Governing Law, and Costs), this LOI is non-binding and does not constitute a legal commitment to consummate the Transaction. No party shall be bound until a definitive agreement ("Definitive Agreement") is executed.

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3. PARTIES

• Proposed Purchaser/Partner: [Full Legal Name], a [Jurisdiction] corporation with principal offices at [Address] (“Buyer”).
• Proposed Target/Seller: [Full Legal Name], a [Jurisdiction] corporation with principal offices at [Address] (“Seller”).

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4. OPERATIVE CLAUSES

1. The Proposed Transaction

The parties intend to enter into a transaction whereby [Describe the transaction, e.g., Purchase of Assets/Shares/Strategic Alliance].

2. Consideration

The proposed aggregate purchase price is [Amount in Currency], subject to adjustment based on [Due Diligence/Working Capital requirements].

3. Due Diligence

Buyer shall have [Number] days from the Effective Date to conduct due diligence. Seller agrees to provide reasonable access to books, records, and personnel.

4. Exclusivity ("No-Shop" Clause)

For a period of [Number] days (the "Exclusivity Period"), Seller shall not directly or indirectly solicit, initiate, or engage in discussions with any other party regarding a competing transaction.

5. Confidentiality

Both parties agree that the existence and terms of this LOI, and all information exchanged, shall remain strictly confidential pursuant to the Non-Disclosure Agreement (NDA) dated [Date of NDA].

6. Governing Law

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

7. Binding Effect

Paragraphs 4, 5, 6, and 7 are legally binding upon the parties. All other provisions are expressions of intent only.

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5. SIGNATURES & ACKNOWLEDGMENT

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

For: [Purchaser Company Name] Signature: __________________________ Name: [Print Name] Title: [Title] Date: [Date]

For: [Seller Company Name] Signature: __________________________ Name: [Print Name] Title: [Title] Date: [Date]

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6. STEP-BY-STEP EXECUTION GUIDE

1. Finalize Scope: Ensure the "Binding" vs. "Non-Binding" language is reviewed by local counsel to match the intent of the specific jurisdiction, as courts treat LOIs inconsistently.
2. Due Diligence Data Room: Establish a secure Virtual Data Room (VDR) prior to circulating the signed LOI to ensure that "Confidentiality" clauses are backed by immediate technical access controls.
3. Counter-Signature Protocol: Ensure that the individual signing the document possesses specific board-authorized signatory power; attach a corporate resolution if the transaction value is material.
4. Transition to Definitive Agreement: Use this LOI as the primary exhibit when drafting the Definitive Agreement to ensure all negotiated terms (Price, Exclusivity, Scope) are mapped into the final closing documents.