Letter of Intent
Date: 18 October 2026
This letter is made between:
- First party (usually the buyer or investor), of First party: address (the "First Party"); and
- Second party (usually the seller or the company), of Second party: address (the "Second Party"),
together "the Parties".
It records the main terms on which the Parties intend to negotiate the deal described below. This letter is not binding, except for section 5 (Binding terms).
1. The proposed transaction
The Parties intend to negotiate the following transaction (the "Transaction"):
The deal you intend to make
2. Key terms
The Parties expect the final agreement to include these key terms:
Key terms
3. Conditions
The Transaction is expected to depend on the following conditions, in addition to any others set in the final agreement:
Conditions before the deal can go ahead
4. Timeline
Timeline
If the Parties have not signed a final agreement by Date this letter ends if no final agreement is signed, this letter ends as set out in section 5.
5. Binding terms
Only the terms in this section 5 are legally binding. The rest of this letter records the Parties' present intentions and is not binding. Neither Party has to continue negotiating, sign a final agreement or complete the Transaction, and no such obligation arises unless and until both Parties sign a final written agreement.
- Confidentiality. Each Party will keep confidential the existence and terms of this letter, the negotiations, and all information it receives from the other Party about the Transaction, and will use that information only to evaluate and negotiate the Transaction. This does not apply to information that is already public, or to disclosure required by law or made to professional advisers who are bound to keep it confidential. If the Parties have signed a separate confidentiality agreement, that agreement also applies and prevails if the two conflict.
- Costs. Each Party pays its own costs, including its advisers' fees, whether or not the Transaction goes ahead.
- End of this letter. This letter ends on the earliest of: the date the Parties sign the final agreement; Date this letter ends if no final agreement is signed, unless both Parties agree in writing to extend it; or the date either Party tells the other in writing that it is ending negotiations. The confidentiality and costs terms continue to apply after this letter ends.
- Governing law. This letter, and any dispute about it, is governed by the laws of Country or state whose law applies, and the courts of Country or state whose law applies have jurisdiction.
- Signing. This letter may be signed in separate copies and electronically, and together they form one document.
Signatures
First party (usually the buyer or investor)
Name and role: First party: who signs, and their role
Signature: ______________
Date: ______________
Second party (usually the seller or the company)
Name and role: Second party: who signs, and their role
Signature: ______________
Date: ______________