________
________
________
________
________
Dear Sir/Madam,
RE: Letter of Intent and Exclusive Negotiation Agreement
We are writing to detail and confirm the terms of the negotiations and discussions which have been taking place between ________ (Party A) and ________ (Party B) relating to the following proposal:
________
(the Proposal)
Proposed terms of the agreement
The parties agree that it is their intention to negotiate the terms of an agreement between Party A and Party B and these negotiations shall be subject to the following terms and conditions:
1. The negotiations shall deal with the following matters:
________
2. The nature of these discussions and any terms proposed are further set out in the document attached alongside this letter.
3. Party A and Party B, in entering into this Exclusive Negotiation Agreement, are confirming their intention to enter into a definitive agreement substantially based on the provisions set out in this agreement. Party A and Party B acknowledge that the provisions contained in this agreement indicate the basic terms and conditions of the points discussed by Party A and Party B at the date of this Exclusive Negotiation Agreement, and that the final definitive agreement will contain further terms, conditions, representations, warranties, agreements and conditions as Party A and Party B will agree and which are customary in such transactions (Final Agreement).
4. To execute a Final Agreement further negotiations will need to take place between Party A and Party B and either or both parties will require an opportunity to undertake any due diligence. Finally the Final Agreement will need to be drafted incorporating all the terms and conditions agreed by Party A and Party B.
5. Each of Party A and Party B agree to continue discussions and negotiations in good faith to execute a Final Agreement within ________ of the execution of this Exclusive Negotiation Agreement (Negotiation Period). If the parties have not managed to execute and negotiate a Final Agreement within the Negotiation Period, the exclusivity of the negotiations shall come to an end.
6. During the negotiation period Party A and Party B agree that they will not negotiate with any other party (directly or indirectly) regarding an agreement or contract that relates materially to the Proposal.
7. This Exclusive Negotiation Agreement shall terminate at the end of the Negotiation Period, unless Party A and Party B shall have entered into a Final Agreement or have extended the Negotiation Period on or prior to such date.
8. This Exclusive Negotiation Agreement shall not be amended, supplemented, or otherwise modified (except by an amendment in writing signed by authorised representatives of Party A and Party B).
9. The provisions of this Exclusive Negotiation Agreement shall be binding on Party A and Party B but only the Final Agreement shall bind the parties as to the Proposal.
10. The Exclusive Negotiation Agreement contains the entire agreement between Party A and Party B as to the matters set forth in this Exclusive Negotiation Agreement, and supersedes any oral or written understandings or agreements of Party A and Party B.
11. The Exclusive Negotiation Agreement shall be governed by, and interpreted in accordance with the laws of England and Wales.
12. Party A and Party B shall each pay their own costs and expenses concerning negotiations under this Exclusive Negotiation Agreement, the preparation and agreement of the Final Agreement and related due diligence.
13. All information that is disclosed by either Party A or Party B to the other, whether directly or indirectly and whether before or after the date of this agreement is:
(a). to be treated as confidential and secret;
(b). to be used only for the purpose of entering into an agreement between Party A and Party B;
(c). not to be disclosed to any third party without the written permission of the other party;
(d). to be disclosed only to specified employees of Party A and Party B (such persons to be specified by the signatories of this letter);
(e). to be copied only to the extent necessary for specified employees of Party A and Party B to carry out or participate in the discussions for the purpose of entering into an agreement between Party A and Party B;
(f). 22 82 52255225 22 252 25522 2552 588882825 82 82 252 58885888228 52 222 82288552 8825 25522 8 525 25522 8 22225822 8222 5 8825822 82225582.
14. Party A and Party B shall each continue to treat as confidential and secret any information disclosed by the other after the discussions between them have concluded (whether or not the discussions conclude with Party A and Party B entering into a binding contract).
We hope this letter gives you the assurances you need, but except for the provisions relating to exclusivity of negotiations and the provisions relating to confidentiality, please note that this letter should not be construed as creating any legal obligations.
If this Exclusive Negotiation Agreement is not executed by both Party A and Party B by the end of the Negotiation Period, then the binding provisions contained in this Exclusive Negotiation Agreement will terminate on that date. In particular this agreement is not intended to create any legal relationship or bind either party as to the terms or acceptance of any agreement relating the proposal.
282582 8222852 25522 8'8 5882225282 22 25282 22528 525 8225828228 82 8822822 525 522552822 252 52258525 8222 22 2588 822225.
Yours faithfully,
________
for and on behalf of ________
I hereby acknowledge and accept the terms and conditions contained above within this letter dated ________, for and on behalf of ________.
Signature:
Date:
________
________
________
________
________
Dear Sir/Madam,
RE: Letter of Intent and Exclusive Negotiation Agreement
We are writing to detail and confirm the terms of the negotiations and discussions which have been taking place between ________ (Party A) and ________ (Party B) relating to the following proposal:
________
(the Proposal)
Proposed terms of the agreement
The parties agree that it is their intention to negotiate the terms of an agreement between Party A and Party B and these negotiations shall be subject to the following terms and conditions:
1. The negotiations shall deal with the following matters:
________
2. The nature of these discussions and any terms proposed are further set out in the document attached alongside this letter.
3. Party A and Party B, in entering into this Exclusive Negotiation Agreement, are confirming their intention to enter into a definitive agreement substantially based on the provisions set out in this agreement. Party A and Party B acknowledge that the provisions contained in this agreement indicate the basic terms and conditions of the points discussed by Party A and Party B at the date of this Exclusive Negotiation Agreement, and that the final definitive agreement will contain further terms, conditions, representations, warranties, agreements and conditions as Party A and Party B will agree and which are customary in such transactions (Final Agreement).
4. To execute a Final Agreement further negotiations will need to take place between Party A and Party B and either or both parties will require an opportunity to undertake any due diligence. Finally the Final Agreement will need to be drafted incorporating all the terms and conditions agreed by Party A and Party B.
5. Each of Party A and Party B agree to continue discussions and negotiations in good faith to execute a Final Agreement within ________ of the execution of this Exclusive Negotiation Agreement (Negotiation Period). If the parties have not managed to execute and negotiate a Final Agreement within the Negotiation Period, the exclusivity of the negotiations shall come to an end.
6. During the negotiation period Party A and Party B agree that they will not negotiate with any other party (directly or indirectly) regarding an agreement or contract that relates materially to the Proposal.
7. This Exclusive Negotiation Agreement shall terminate at the end of the Negotiation Period, unless Party A and Party B shall have entered into a Final Agreement or have extended the Negotiation Period on or prior to such date.
8. This Exclusive Negotiation Agreement shall not be amended, supplemented, or otherwise modified (except by an amendment in writing signed by authorised representatives of Party A and Party B).
9. The provisions of this Exclusive Negotiation Agreement shall be binding on Party A and Party B but only the Final Agreement shall bind the parties as to the Proposal.
10. The Exclusive Negotiation Agreement contains the entire agreement between Party A and Party B as to the matters set forth in this Exclusive Negotiation Agreement, and supersedes any oral or written understandings or agreements of Party A and Party B.
11. The Exclusive Negotiation Agreement shall be governed by, and interpreted in accordance with the laws of England and Wales.
12. Party A and Party B shall each pay their own costs and expenses concerning negotiations under this Exclusive Negotiation Agreement, the preparation and agreement of the Final Agreement and related due diligence.
13. All information that is disclosed by either Party A or Party B to the other, whether directly or indirectly and whether before or after the date of this agreement is:
(a). to be treated as confidential and secret;
(b). to be used only for the purpose of entering into an agreement between Party A and Party B;
(c). not to be disclosed to any third party without the written permission of the other party;
(d). to be disclosed only to specified employees of Party A and Party B (such persons to be specified by the signatories of this letter);
(e). to be copied only to the extent necessary for specified employees of Party A and Party B to carry out or participate in the discussions for the purpose of entering into an agreement between Party A and Party B;
(f). 22 82 52255225 22 252 25522 2552 588882825 82 82 252 58885888228 52 222 82288552 8825 25522 8 525 25522 8 22225822 8222 5 8825822 82225582.
14. Party A and Party B shall each continue to treat as confidential and secret any information disclosed by the other after the discussions between them have concluded (whether or not the discussions conclude with Party A and Party B entering into a binding contract).
We hope this letter gives you the assurances you need, but except for the provisions relating to exclusivity of negotiations and the provisions relating to confidentiality, please note that this letter should not be construed as creating any legal obligations.
If this Exclusive Negotiation Agreement is not executed by both Party A and Party B by the end of the Negotiation Period, then the binding provisions contained in this Exclusive Negotiation Agreement will terminate on that date. In particular this agreement is not intended to create any legal relationship or bind either party as to the terms or acceptance of any agreement relating the proposal.
282582 8222852 25522 8'8 5882225282 22 25282 22528 525 8225828228 82 8822822 525 522552822 252 52258525 8222 22 2588 822225.
Yours faithfully,
________
for and on behalf of ________
I hereby acknowledge and accept the terms and conditions contained above within this letter dated ________, for and on behalf of ________.
Signature:
Date:
Answer the question, then click on "Next".
The document is written according to your responses - clauses are added or removed, paragraphs are customised, words are changed, etc.
At the end, you will immediately receive the document in Word and PDF formats. You can then open the Word document to modify it and reuse it however you wish.
You will also have the option of requesting assistance from a lawyer.
