Legal Intention Letter

LEGAL INTENTION LETTER

This Legal Intention Letter (the "Letter") is made as of Effective Date: by and between Party A: (Entity Type: Corporation Partnership Individual ) and Party B: (Entity Type: Corporation Partnership Individual ).

Recitals

WHEREAS, Party A is engaged in the business described as ; and

WHEREAS, Party B has expressed interest in pursuing a proposed transaction consisting of

WHEREAS, the parties wish to set forth their mutual intentions and the principal terms upon which they will negotiate and, if agreed, enter into definitive agreements.

Now, Therefore

NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Purpose and Scope

1.1 Purpose. The purpose of this Letter is to record certain principal terms and the parties' intentions with respect to the proposed transaction described above and to establish certain binding obligations as expressly set forth below. The parties intend to negotiate in good faith toward the preparation of a definitive written agreement or agreements that will set forth the final terms and conditions of the transaction.

1.2 Proposed Consideration. The preliminary estimate of consideration for the transaction is (USD), subject to adjustment upon completion of due diligence and negotiation of definitive agreements.

2. Binding and Non-Binding Provisions

2.1 Non-Binding Intent. Except as expressly provided in Section 3 (Confidentiality), Section 4 (Exclusivity), Section 6 (Expenses), Section 8 (Governing Law) and this Section 2, the parties acknowledge and agree that this Letter is not intended to create, and does not create, a legally binding obligation to consummate the proposed transaction. Neither party shall have any liability to the other for failure to negotiate or to execute definitive agreements, except as expressly provided in the binding sections identified above.

2.2 Binding Elements. The parties expressly agree that the obligations set forth in Section 3 (Confidentiality), Section 4 (Exclusivity), and Section 6 (Expenses) are binding obligations enforceable at law or in equity.

3. Confidentiality

3.1 Confidential Information. Each party shall hold in confidence and not disclose to any third party any confidential or proprietary information disclosed by the other party in connection with the proposed transaction, except to its officers, directors, employees, attorneys, accountants and advisors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein. Confidential Information does not include information that (a) is or becomes publicly available through no breach of this Letter, (b) is rightfully received from a third party without restriction, or (c) is independently developed without use of the disclosing party’s Confidential Information.

3.2 Remedies. The parties acknowledge that a breach of this Section 3 will cause irreparable harm for which monetary damages may be inadequate and that the non-breaching party shall be entitled to seek injunctive relief, equitable remedies and any other remedies available under law or in equity.

4. Exclusivity

4.1 Exclusivity Period. For a period of days from the Effective Date, neither party shall solicit, negotiate with, or enter into any agreement with any other person or entity with respect to a transaction involving the subject matter of this Letter without the prior written consent of the other party.

4.2 Termination of Exclusivity. The exclusivity obligation shall terminate upon written notice by either party if the parties have executed a definitive agreement or if negotiations are terminated in accordance with Section 7 (Conditions to Transaction).

5. Due Diligence

5.1 Access and Cooperation. Each party agrees to provide the other and its advisors reasonable access to documents, personnel and properties as reasonably necessary to conduct due diligence. Such access shall be subject to the confidentiality obligations set forth in Section 3.

6. Expenses

Except as otherwise agreed in writing, each party shall bear its own fees and expenses (including legal, accounting and advisory fees) incurred in connection with the negotiation and execution of this Letter and any definitive agreements.

7. Conditions to Transaction

The obligation of either party to proceed to closing on the proposed transaction is subject to the satisfaction (or written waiver) of customary conditions, including but not limited to: (a) satisfactory completion of due diligence by each party; (b) negotiation and execution of definitive agreements reasonably acceptable to each party; (c) receipt of all required corporate and third-party approvals; and (d) absence of any law, order or event that would make performance unlawful or impracticable.

8. Notices

All notices, requests, demands and other communications required or permitted under this Letter shall be in writing and shall be delivered by hand, overnight courier, or certified mail (return receipt requested) to the addresses set forth below or to such other address as a party may designate by notice in accordance with this Section.

9. Governing Law

This Letter shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising from this Letter.

10. Miscellaneous

10.1 Entire Agreement. This Letter, together with any written exhibits or schedules expressly incorporated herein, constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior discussions, representations and agreements, whether oral or written.

10.2 Amendments; Waiver. This Letter may be amended or modified only by a writing signed by both parties. No failure or delay by any party in exercising any right shall operate as a waiver of that right, and no single or partial exercise of any right shall preclude any other or further exercise of that right.

10.3 Severability. If any provision of this Letter is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

10.4 Counterparts; Electronic Signatures. This Letter may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by facsimile or electronic transmission shall be effective as original signatures.

11. Additional Representations

Each party represents and warrants to the other that: (a) it has the full corporate or legal power and authority to enter into this Letter; (b) the execution and delivery of this Letter and the performance of its obligations hereunder have been duly authorized by all necessary action; and (c) this Letter constitutes a valid and binding obligation enforceable against such party in accordance with its terms, to the extent that the particular obligations set forth herein are stated to be binding.

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