Legal Letter of Intent

LEGAL LETTER OF INTENT

This Letter of Intent ("LOI") is entered into as of by and between Proposer: with principal address at , and Recipient: with principal address at .

Recitals

WHEREAS, Proposer desires to propose the terms under which Proposer may acquire or otherwise engage in the transaction described below (the "Proposed Transaction"); and

WHEREAS, Recipient is willing to negotiate and, subject to the terms and conditions set forth herein, to proceed with diligence and documentation toward completion of the Proposed Transaction; and

WHEREAS, the parties wish to set forth certain key economic terms and procedure for further negotiation while reserving the parties' respective rights with respect to final documentation.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained in this LOI and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Purpose

The purpose of this LOI is to set forth the principal business terms on which Proposer will pursue the Proposed Transaction with Recipient and to establish certain interim rights and obligations pending execution of definitive agreements. This LOI is a statement of intent and is intended to facilitate final negotiations.

2. Proposed Transaction

Description of Proposed Transaction:

Purchase Price / Consideration: payable as follows:

Deposit / Earnest Money (if any): . Proposed Closing Date:

3. Due Diligence

Proposer shall have a period of days from the date of execution of this LOI to conduct due diligence (the "Due Diligence Period"). Recipient agrees to provide reasonable access to records, personnel and premises during that period.

4. Confidentiality; Binding Provisions

The parties acknowledge that certain provisions of this LOI are intended to be binding while others are non-binding. The parties agree that the following provisions shall be binding obligations on the parties: Confidentiality, Exclusivity (if elected), and Governing Law; all other provisions are non-binding expressions of intent until definitive agreements are executed.

Binding effective selections (check to confirm binding intent):
Confidentiality (binding)
Exclusivity / No-Shop (binding)
Allocation of Expenses (binding)

5. Confidentiality

Each party shall maintain in confidence all non-public information provided by the other party, and shall not disclose such information except to its representatives who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. Confidential information shall not include information that is or becomes public without breach of this obligation or is independently developed by a receiving party.

6. Exclusivity / No-Shop

If Exclusivity is elected above, Recipient agrees that for a period of days following execution of this LOI it will not solicit, initiate, or engage in discussions or negotiations with any third party regarding a competing transaction with respect to the subject matter of the Proposed Transaction.

7. Conditions Precedent

Completion of the Proposed Transaction shall be subject to: (a) satisfactory completion of due diligence by Proposer; (b) negotiation and execution of mutually acceptable definitive agreements containing customary representations, warranties, covenants, indemnities and closing conditions; and (c) receipt of all necessary third-party and government consents and approvals.

8. Allocation of Costs

Unless otherwise agreed in a definitive agreement, each party will bear its own costs and expenses incurred in connection with the negotiation, preparation and execution of the Proposed Transaction, including legal and accounting fees. If binding_expenses is selected above, indicate agreed allocation:

9. Representations and Warranties

Each party represents to the other that: (a) it is duly organized and validly existing under applicable law; (b) it has the power and authority to execute and deliver this LOI; and (c) the execution and performance of this LOI by such party will not violate any material agreement or law. These representations are made solely for purposes of this LOI and shall be qualified by the terms of any definitive agreement.

10. Termination

This LOI may be terminated by either party upon written notice to the other if the parties have not executed definitive agreements within days of the Effective Date, subject to any binding obligations selected above.

11. Notices

All notices, requests, demands and other communications under this LOI shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate by written notice to the other:

12. Governing Law

This LOI shall be governed by and construed in accordance with the laws of the state specified by the parties: , without regard to its conflict of laws rules.

13. Entire Agreement; Amendments; Severability

This LOI constitutes the entire understanding between the parties with respect to the matters contained herein and supersedes all prior discussions. Any amendment or modification of this LOI must be in writing and signed by both parties. If any provision of this LOI is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

14. Miscellaneous

No waiver by either party of any breach shall be deemed a waiver of any subsequent breach. This LOI may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

Acknowledgement

The parties acknowledge that except for those provisions expressly stated to be binding, this LOI is non-binding and neither party shall have any legal obligation to the other with respect to the Proposed Transaction unless and until definitive agreements are executed.

Sign Now