Letter of Intent by Common Paper
The Common Paper Letter of Intent (LOI) governs the initial expression of intent between a provider and customer, setting a non-binding framework for negotiations while binding the parties on confidentiality. It is part of Common Paper’s widely trusted library of open, lawyer-vetted standard agreements.
How to set up an agreement
Review the agreement, including the linked Standard Terms.
Review each variable on the Cover Page and fill in your details. Don’t forget to enter your company’s information in the signature block at the end.
Delete any optional sections or details that do not apply to you. Remember to delete all Confidentiality options except for the one you’ll be using.
Delete all [informational text].
Remove this first page.
Send to your counterparty for review and signature.
Letter of Intent (LOI)
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 [product name] ("Product") to you, the Customer identified below.
Functionality
The Product will [product functionality].
Fees
You, the Customer, will pay us [fee description] for access to the Product.
Launch Date
We expect the Product to be ready on or around [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]We previously entered into a mutual non-disclosure agreement dated [nda date], which is incorporated by reference. This LOI and the details in it are each of our Confidential Information subject to the NDA. However, Provider may share this LOI and its terms with prospective investors or in the context of a potential corporate merger or acquisition.
[Option 3 - One-way]We, the Provider, 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"). You, the Customer, will not (a) use our Confidential Information; nor (b) disclose our Confidential Information to anyone else except as required by applicable law. In addition, you will protect our Confidential Information using at least the same protections that you use for your own similar information but no less than a reasonable standard of care. For clarity, we, the Provider, may share this LOI and its terms with prospective investors or in the context of a potential corporate merger or acquisition.
[Option 4 - Mutual (no disclosure to investors or acquirers)]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.
[Option 5 - Incorporating existing NDA (no disclosure to investors or acquirers)]We previously entered into a mutual non-disclosure agreement dated [nda date], which is incorporated by reference. This LOI and the details in it are each of our Confidential Information subject to the NDA.
By signing this LOI, each party acknowledges their intent as outlined in the LOI and agrees to the confidentiality terms.
PROVIDER: [provider name] | CUSTOMER: [customer name] | |
Signature | ||
Print Name | [provider signatory name] | [customer signatory name] |
Title | [provider signatory title] | [customer signatory title] |
Legal Notice Address | [provider notice address] | [customer notice address] |
Date | [provider signature date] | [customer signature date] |
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