Letter of Intent to Purchase
This Letter of Intent outlines the proposed terms for a client to pilot a developer's services, specifically a standalone platform. It details the pilot period, responsibilities, and the intent to enter into a definitive agreement for purchase if the pilot is successful. The document also includes initial payment terms and confidentiality provisions.
LETTER OF INTENT
Effective Date: [effective date]
RE: Intent to Pilot and Purchase [name of service]
This Letter of Intent (the “Letter”) sets forth the proposed terms and conditions of the Services described hereunder and shall govern the relationship between the Client and the Developer (the “Parties”) until replaced by a definitive, formal agreement addressing the same Services and subject matter (the “Definitive Agreement”). This Letter is completely non-binding and neither party is under any obligation to participate and can terminate this agreement at any point. The Services considered in this Letter are subject to the following:
THE CLIENT. [client name] (the “Client”) with a mailing address of [client address].
THE DEVELOPER. [developer name] (the “Developer”) with a mailing address of [developer address].
THE SERVICES. The Developer agrees to provide the following Services (the “Services”):
A standalone platform that does [platform features]
A final analysis and report of [final pilot report detail].
TERMS. The Parties agree to two-weeks of calibration and an additional one-month free pilot in order to test and fine tune Services for the Client. During which time, the Client will provide the Developer access to [anything developer requires access to]. The Client will also assign a point person who will be able to regularly communicate with the Developer and provide feedback. If the Developer is able to provide a valuable solution for the Client, as defined by the Client, the Client intends to enter into a paid Definitive Agreement.
PAYMENT. Payment shall be made as follows: no payment shall be required during the pilot period. Once the pilot is complete, if the Developer's work meets the expectations in the above Services and terms, parties agree to the following prices:
[implementation price] upfront cost;
[monthly saas fee] monthly software and service fee per to be paid in monthly installments
START AND END DATE. The Developer shall start the calibration on [calibration start date] and start the pilot on [pilot start date]. The final report will be [final report date]] and the decision to enter into a Definitive Agreement will be made by [decision date]].
CONFIDENTIALITY. Both Parties agree to maintain the confidentiality of any proprietary or sensitive information exchanged during the pilot period and subsequent negotiations.
The signing of this agreement signifies each party’s intent to proceed with the relationship as described.
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This version is drafted for US law generally. Contract, employment and consumer rules vary by state — for example on non-competes and at-will employment. Tell GitLaw which state applies and it adjusts the draft.
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