Partnership Joint Intent Form

Partnership Joint Intent Form

Parties

This Partnership Joint Intent Form (the "Form") is entered into by the following prospective partners for the purpose of documenting mutual intentions and preliminary terms toward forming a business partnership.

Recitals

WHEREAS, Partner A and Partner B each possess complementary skills, experience, and resources related to the proposed business; and

WHEREAS, the parties wish to record their mutual intent to negotiate and, subject to further definitive agreements, to form a partnership for the operation of a business described below; and

WHEREAS, this Form sets forth certain preliminary terms, allocations of responsibility, and procedural steps so the parties may continue negotiations in good faith.

Nature of Intent

The parties acknowledge and agree that, unless explicitly stated otherwise in a separate, signed definitive partnership agreement, this Form is intended to memorialize preliminary mutual intentions and is non-binding except as to the sections expressly identified as binding herein. The parties may indicate binding provisions below.

Confidentiality

Exclusivity of negotiations (no third-party negotiations) for the specified Term

Scope of Work

The parties anticipate that the partnership will perform the following activities and services. The scope below is preliminary and subject to refinement in a definitive agreement.

Capital Contributions and Payment Terms

The initial capital contributions, payment schedule, and compensation for services shall be as set forth below unless otherwise agreed in the definitive partnership agreement.

Term and Termination

The preliminary term of negotiations and exclusivity (if any) shall be set forth below. Unless extended by mutual written agreement, the parties anticipate proceeding to execute a definitive partnership agreement within the stated term.

Start Date:    End Date:

Either party may withdraw from negotiations or terminate this Form upon written notice subject to any binding provisions identified above. Termination shall not relieve either party of obligations accrued prior to the effective termination date.

Confidentiality

Each party acknowledges that, during the course of negotiations and cooperation, it may receive confidential information of the other party. For a period of three (3) years from disclosure, the receiving party shall: (a) hold confidential information in strict confidence; (b) not disclose it to any third party except to employees, advisors, or affiliates with a need to know and subject to comparable confidentiality obligations; and (c) use the information solely for the purpose of evaluating and forming the proposed partnership. Confidential information does not include information that is or becomes publicly available through no breach of this provision, independently developed by the receiving party, or rightfully received from a third party without restriction.

Exclusivity of Negotiations (Optional)

The parties may agree that, during the Term, neither shall negotiate with third parties regarding the specific business described in this Form. If applicable, the parties shall indicate exclusivity below.

The parties agree to exclusivity for the Term.

Representations and Warranties

Each party represents and warrants that it has the authority to enter into this Form and that the execution and delivery of this Form and the performance of its obligations hereunder will not violate any agreement or law applicable to it. Each party further warrants that disclosures made in connection with this Form are true and complete to the best of its knowledge.

Governing Law

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

Limitation of Liability

Except for breaches of confidentiality, willful misconduct, or fraud, neither party shall be liable to the other for consequential, incidental, punitive, or special damages arising out of or relating to this Form, whether in contract, tort, or otherwise.

Entire Agreement

This Form constitutes the entire understanding between the parties with respect to the subject matter herein and supersedes all prior discussions and agreements, whether written or oral, except for any prior written confidentiality agreements between the parties. Any amendment to this Form must be in writing and signed by both parties.

Miscellaneous Provisions

If any provision of this Form is determined to be invalid or unenforceable, such provision shall be severed to the extent necessary, and the remaining provisions shall remain in full force and effect. The parties agree to negotiate in good faith to replace any invalid provision with a valid provision that most closely approximates the parties' original intent.

Acknowledgment

By signing below, the undersigned represent that they are authorized to sign on behalf of the indicated party and acknowledge that they have read and understand the terms of this Form.

Sign Now