Letter of Intent by Common Paper
This document is a non-binding Letter of Intent (LOI) that outlines the mutual intentions of a Provider and a Customer regarding a product. It details proposed product functionality, fees, and a launch date, while emphasizing that final terms will be agreed upon in a separate, binding agreement. The LOI includes several options for a binding confidentiality clause.
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
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 [ enter name of the product ] ("Product") to you, the Customer identified below.
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 ].
[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]
Confidentiality
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