Letter of Intent
This Letter of Intent (LOI) is a non-binding document that expresses the mutual intention of a Provider and a Customer to work together on a Product. It outlines initial intentions regarding the product, functionality, fees, and launch date, with several optional clauses. While the main body is non-binding, it includes a binding confidentiality section with multiple options for mutual or one-way protection.
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Letter of Intent
This non-binding letter of intent ("LOI") expresses our mutual excitement and intention to work together as detailed below. Final details, terms, and conditions will be as mutually agreed in a separate, binding agreement ("Definitive Agreement"). This LOI is meant to assist our negotiation of the Definitive Agreement. As such, this LOI is non-binding and no liability nor obligation is intended to be created between either of us, except for the portion called Confidentiality. This LOI does not require either of us to enter into a Definitive Agreement nor does it preclude the Definitive Agreement from including additional provisions.
Our current intentions are as follows:
Product
We, the Provider identified below, will make available [name of the product] ("Product") to you, the Customer identified below.
The remaining intentions below are optional.
Functionality
The Product will [description of what the product will do].
Fees
You, the Customer, will pay us [include description of fees] for access to the Product.
Launch Date
We expect the Product to be ready on or around [anticipated access / launch date].
Confidentiality
[There are 5 different options to address confidentiality. Select the one that works for your situation and delete the others. The options are:
Option 1. Mutual, written directly in the LOI, and with the ability to share the LOI with investors or for M&A discussions
Option 2. Incorporating an existing NDA and with the ability to share the LOI with investors or for M&A discussions
Option 3. One-way (protective of Provider) written directly in the LOI
Option 4. Mutual, written directly in the LOI, without explicit ability to share the LOI with investors or for M&A discussions
Option 5. Incorporating an existing NDA but without explicit ability to share the LOI with investors or for M&A discussions]
[Option 1 – Mutual]
We each have or may disclose information about our company that is confidential or proprietary in nature or that should be reasonably understood as confidential or proprietary due to its nature and the circumstances of its disclosure ("Confidential Information"). Neither of us will (a) use the other's Confidential Information; nor (b) disclose the other's Confidential Information to anyone else except as required by applicable law. In addition, we each will protect the other's Confidential Information using at least the same protections that we use for our own similar information but no less than a reasonable standard of care. However, Provider may share this LOI and its terms with prospective investors or in the context of a potential corporate merger or acquisition.
[Option 2 – Incorporating existing NDA]
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