Letter of Interest Template Free WORD

LETTER OF INTEREST (LOI) – NON-BINDING TERM SHEET

1. DOCUMENT CONTROL

• Effective Date: [Date]
• Version: 1.0
• Jurisdiction/Scope: [State/Province/Country]
• Classification: Restricted – Corporate Development

2. LEGAL NOTICE & DISCLAIMER

LEGAL NOTICE: This document is intended solely as an expression of interest to facilitate preliminary discussions. Except for the sections explicitly identified as "Binding Provisions" (Confidentiality, Exclusivity, and Governing Law), this document does not constitute a legally binding agreement to enter into a transaction. No party shall be obligated to proceed until a Definitive Agreement has been formally executed by all authorized signatories.

3. PARTIES & DEFINITIONS

• The Proponent: [Full Legal Name of Company], having its principal place of business at [Address] (“Proponent”).
• The Counterparty: [Full Legal Name of Company], having its principal place of business at [Address] (“Counterparty”).
• The Transaction: [Brief Description of intended business arrangement, e.g., Asset Purchase, Strategic Partnership, or Service Agreement].

4. OPERATIVE CLAUSES & TERMS

1. Intent of Parties

The Proponent desires to pursue the Transaction with the Counterparty, subject to the terms and conditions set forth herein and the execution of a final, definitive agreement (the “Definitive Agreement”).

2. Proposed Financial/Operational Terms

The primary terms of the Transaction are anticipated to be:

• Consideration: [Amount or Value Proposition]
• Timeline: Target closing date of [Date].
• Operational Scope: [Define key deliverable or scope parameters].

3. Exclusivity (Binding)

For a period of [Number] days from the Effective Date, the Counterparty shall not initiate, solicit, or engage in discussions with any third party regarding a transaction of a similar nature, granting the Proponent an exclusive window to conduct due diligence.

4. Confidentiality (Binding)

The parties agree that all information exchanged, whether written or oral, regarding the potential Transaction shall remain strictly confidential. This obligation shall survive for a period of [Number] years, regardless of whether the Transaction is completed.

5. Governing Law (Binding)

This Letter of Interest shall be governed by and construed in accordance with the laws of [Jurisdiction], without regard to its conflict of laws principles.

5. SIGNATURES & ACKNOWLEDGMENT

PROPONENT Name: _________________________ Title: __________________________ Signature: ______________________ Date: ___________________________

COUNTERPARTY Name: _________________________ Title: __________________________ Signature: ______________________ Date: ___________________________

6. STEP-BY-STEP EXECUTION GUIDE

1. Tailor & Review: Populate all bracketed [...] fields with granular precision. Ensure the "Exclusivity" and "Confidentiality" periods align with your specific risk appetite before presenting to the Counterparty.
2. Legal Review: Consult with internal or external counsel regarding the "Binding Provisions" clause to ensure it aligns with your specific jurisdiction's treatment of LOIs and Letters of Intent.
3. Execution: Ensure both parties sign the document via an authenticated electronic signature platform (e.g., DocuSign, Adobe Sign) or wet ink, ensuring that the signatory has the legal authority to bind the entity (e.g., C-Suite, Director, or Authorized Agent).
4. Integration: Upon execution, move immediately to the "Due Diligence" phase to convert these non-binding terms into a Definitive Agreement within the established exclusivity window.