This document is a Letter of Intent (LOI) which can be used to outline the preliminary terms and intentions between two parties regarding a proposed action or agreement. The LOI serves as a non-binding agreement except in terms of any specified non-disclosure obligations. It establishes a framework for negotiating a final, binding agreement, expressing the parties' mutual understanding and intent to proceed in good faith. Parties are expected to consider and respond to the LOI by a specified deadline in order to formalize the agreement.