Business Negotiation Letter

Business Negotiation Letter

Date:

To: Company Name:    Attention:

Address:

From: Company Name:    Contact:

Address:

Recitals

WHEREAS, Sender is engaged in the business of providing the goods and services described below and has proposed certain commercial terms to Recipient in connection with the prospective transaction titled: ; and

WHEREAS, Recipient desires to negotiate terms for the provision, purchase or joint development of the goods or services described herein and has authority to consider such terms subject to the deadlines and conditions set out in this letter; and

WHEREAS, the parties intend by this letter to memorialize the principal negotiation points, the anticipated scope of engagement, payment framework and certain binding and non-binding obligations necessary to proceed to detailed agreement drafting.

Scope of Negotiation / Scope of Work

Payment Terms

Proposed Total Consideration: .

Invoices shall be payable within days of receipt. Late payment shall accrue interest at % per month, or the maximum permitted by law if lower.

Term and Termination

Negotiation Period Commences: and is intended to conclude no later than: , unless extended in writing by mutual agreement.

Either party may terminate negotiations at any time upon delivering written notice to the other party with at least days' prior notice. Termination shall not relieve either party of obligations accrued prior to the effective date of termination, including payment obligations for services performed or reimbursable expenses.

Notwithstanding the foregoing, either party may immediately terminate if the other party materially breaches any material obligation under this letter and fails to cure such breach within days after written notice of breach, or upon the insolvency, bankruptcy filing, or assignment for the benefit of creditors of the other party.

Confidentiality

The parties acknowledge that, in connection with negotiations, each may disclose Confidential Information to the other. "Confidential Information" means all non-public, proprietary or commercially sensitive information disclosed in written, oral or electronic form that is identified as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Each party (the "Recipient") shall: (a) use Confidential Information solely for the purpose of evaluating or negotiating the prospective transaction; (b) restrict disclosure to its employees, agents or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) protect Confidential Information with the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

Confidentiality obligations shall survive termination of negotiations for a period of years, except for trade secrets which shall remain protected for as long as they qualify as trade secrets under applicable law. Exceptions to confidentiality include information that: (i) is or becomes public through no breach by the Recipient; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the Recipient without use of the Confidential Information; or (iv) is required to be disclosed by law or court order, provided the Recipient gives prompt notice and cooperates with any protective measures sought by the Disclosing Party.

Good Faith and Exclusivity

Both parties agree to negotiate in good faith and to provide timely responses to reasonable requests for information. This letter does not create an exclusive negotiation period unless the parties specifically agree to an exclusivity clause in the Scope of Work section above.

Governing Law

This letter and any dispute arising out of or relating to it shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles.

Entire Agreement; No Waiver

This letter constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior discussions and proposals. No provision of this letter may be amended or waived except by a writing signed by both parties. The failure of either party to enforce any right shall not constitute a waiver of that right.

Timing and Response

This proposal shall remain open for acceptance until , after which it shall be deemed withdrawn unless extended in writing. Recipient is requested to provide an initial written response within days of the letter date.

Primary Contacts

Acknowledgement

By signing below, the parties acknowledge that they have read and understand the terms of this Business Negotiation Letter and agree to proceed with negotiations in accordance with the terms set forth above. Except as expressly stated herein, no binding commitment to consummate a transaction is created by this letter other than confidentiality and the express binding provisions set forth in this document.

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