Letter of Intent
Private and Confidential
SUBJECT TO CONTRACT
Proposed Agreement: Letter of Intent.
Further to our recent discussions, the purpose of this letter is to set out the principal terms and conditions under which I, (the First Party) agree to enter into a services agreement an outsourcing agreement a joint venture agreement a share purchase agreement an asset purchase agreement following agreement: (the Proposed Agreement) with the (the Second Party). The First Party and the Second Party are referred to as ‘each Party’ or ‘the Parties’ in this letter.
The obligations of the parties to consummate a binding contract in the form of the Proposed Agreement are subject to the negotiation and execution of the Proposed Agreement. Accordingly, this letter of intent does not constitute a legally binding agreement, provided that the provisions set forth in paragraphs 8 9 10 11 12 13 14 16 below and this paragraph shall be binding upon the parties and shall survive the termination.
The parties to this transaction are limited to the entities listed above.
Essential pre-conditions to the Proposed Agreement
Any Proposed Agreement between the Parties is conditional upon:
each Party, or either Party the First Party the Second Party , as required, conducting, to its satisfaction, any required due diligence and investigation of the business of the other Party and upon the other Party granting such access for this to take place;
the approval of and consent to the Proposed Agreement being given by the Parties (induding any necessary internal, shareholder, board of directors, or partner consents, as appropriate). Any such approvals and consents shall remain in full force and effect until the Agreement is signed;
the approval of and consent to the Proposed Agreement being given by any relevant third party agencies including (without limitation) any tax, regulatory, export, certification or competition authorities. Any such approvals and consents shall remain in full force and effect until the Agreement is signed;
the Parties negotiating, drafting and agreeing the satisfactory terms of the Proposed Agreement governed by English law.
Notice to terminate
Either Party The First Party The Second Party No Party may at any time, by giving notice to the other in writing, terminate negotiations for the Proposed Agreement, without having the obligation to provide any reasons for doing so.
The Party giving notice will not incur any financial liability to any other Party, unless it has breached a legally binding obligation of this letter as set out in Clause 2.
Obligations of Parties under the Proposed Agreement
Under the Proposed Agreement, the First Party’s primary obligations are:
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Under the Proposed Agreement, the Second Party’s primary obligations are:
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Each Party shall be responsible for its own costs in connection with the Proposed Agreement, whether or not it proceeds (including without limitation to the preparation and negotiation of this letter, the negotiation and drafting of the Proposed Agreement and any documents contemplated by it).
Confidentiality and Publicity
Confidential Information means (a) Parties Data, and (b) all other information whether conveyed orally, in writing, in machine readable form or otherwise which relates to a Party’s business, products, developments, trade secrets, know-how, processes, methodologies, personnel, suppliers and customers together with all information derived from the above and all information designated confidential or which ought reasonably to be considered confidential.
Neither Party shall disclose the Confidential Information to any third party other than with the prior written consent or in accordance with this Clause 9 . A Party may disclose Confidential Information to its own employees, officers, contractors, agents and professional advisors who reasonably need to know, provided that each Party shall remain liable to the other Party for the acts, omissions and compliance with the terms of this 9 . Either Party may disclose Confidential Information if required by any law or any legal or regulatory authority without the prior written consent of the other Party.
Upon signing this letter the the Parties shall terminate any negotiations relating to the purpose of the Proposed Agreement currently taking place with the employees, advisers, agents or other representatives of parties other then the First Party and the Second Party to this Letter of Intent (the Third Party Negotiations).
enter into any letter of intent, contract, agreement, arrangement or understanding, whether or not legally binding, pursuant to any Third Party Negotiations;
seek, encourage or respond to any approach that might lead to Third Party Negotiations;
enter into, solicit, initiate , re-start or otherwise participate in any Third Party Negotiations.
any employee from the employment of that Party other Party who is employed or engaged in any services which are relevant to the Proposed Agreement;
any customer and/or client of the other Party who is in receipt of any goods or services which are relevant to the Proposed Agreement;
any supplier, provider or contractor of the other Party who is delivering any goods or services which are relevant to the Proposed Agreement.
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A Party shall not be in breach of the Clause 11.1 because of running an advertising campaign which is not specifically targeted at any of the persons of the other Party mentioned in the Clause 11.1.
Where they exist, any agreements between the Parties will continue to apply to this letter and shall remain in full force and effect and are not affected by anything in this letter.
Rights and Remedies
Each Party agrees that damages alone would not be an adequate remedy for any breach of a legally binding obligation by the other Party under this letter. In such an event, the non-defaulting Party shall be entitled to the remedies of an injunction, specific performance or other equitable relief in addition to any other remedy including damages.
The Parties hereby expressly agree that any person who is not a party to this letter shall have no right to enforce any term of this letter or against either of the Parties pursuant to the Contracts (Rights of Third Parties) Act 1999.
This letter may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.
Governing law and Jurisdiction
This letter and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the laws of England and Wales.
Commencement and signature
The agreement in this letter will take effect from the time that the First Party receives the signed duplicate agreement from the Second Party and will remain in effect until superseded by the Proposed Agreement or notice to terminate negotiations or other equivalent to termination (including insolvency of one of the Parties or the performance of the obligations as set out in Clause 7 ).
I acknowledge receipt of your letter date , and accept and agree on its terms