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Non Binding Letter Of Intent
1. Letter Header: Date, recipient details, and formal business letter formatting
2. Introduction: Brief introduction identifying the parties and general purpose of the letter
3. Transaction Overview: High-level description of the proposed transaction or business relationship
4. Key Terms: Outline of main commercial terms and proposed structure
5. Timeline: Proposed schedule for negotiation, due diligence, and transaction completion
6. Non-Binding Nature: Clear statement that the letter is non-binding except for any specifically identified binding provisions
7. Closing: Formal closing, signature blocks, and company details
1. Binding Provisions: Section specifying any provisions that are intended to be binding (such as confidentiality, exclusivity, or governing law) - include when parties want certain aspects to be legally enforceable
2. Due Diligence: Overview of proposed due diligence process - include when transaction involves significant investigation or review of business assets
3. Cost Allocation: Statement on how costs and expenses will be handled - include when significant transaction costs are anticipated
4. Exclusivity Period: Terms of any exclusive negotiation period - include when parties want to ensure exclusive discussions
5. Contact Details: Key contact persons for each party - include for complex transactions involving multiple stakeholders
1. Term Sheet: Detailed outline of key commercial terms and conditions being proposed
2. Timeline Schedule: Detailed timeline with key milestones and deadlines
3. Structure Diagram: Visual representation of proposed transaction structure or relationship
4. Asset List: Preliminary list of assets or business elements involved in the proposed transaction
Authors
Binding Provisions
Confidential Information
Due Diligence Period
Exclusivity Period
Parties
Target Business
Transaction Documents
Proposed Closing Date
Business Day
Contemplated Transaction
Letter
Negotiation Period
Professional Advisers
Target Assets
Break Fee
Binding Effect Date
Permitted Recipients
Transaction Structure
Governing Law
Confidentiality
Exclusivity
Proposed Transaction Structure
Due Diligence
Timeline
Costs and Expenses
Governing Law
Binding Provisions
Good Faith Negotiations
Termination
Non-Solicitation
Notices
Access to Information
Public Announcements
Further Assurances
Assignment
Third Party Rights
Entire Understanding
Amendments
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