Letter of Intent

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Party 1

Name / Company
Individual / Company
Address 1
Address 2
City
State/Province
Zip

Party 2

Name / Company
Individual / Company
Address 1
Address 2
City
State/Province
Zip
What is the effective date for this contract?
Party 1:
Party 2:
ADDRESSEE - Who is this Agreement being sent to?
The purpose of a term sheet is to create guidelines for negotiating a much longer, complex agreement at a later date. The longer, complex agreement is usually referred to in the term sheet as the "Definitive Agreement" or the "Definitive Contract."

Party 1:
Party 2:
DEFINITIVE CONTRACT TITLE - What is the name/title of the Definitive Contract?
The purpose of a term sheet is to create guidelines for negotiating a much longer, complex agreement at a later date. The longer, complex agreement is usually referred to in the term sheet as the "Definitive Agreement" or the "Definitive Contract."

Party 1:
Party 2:
DEFINITIVE CONTRACT TITLE - What is the business purpose of the Definitive Contract?
The "Term" means how long the contract will be in force.

Party 1:
Party 2:
TERM - LENGTH (Days) - How long is the term of the Agreement?
How many days?
How long?
Sometimes, for convenience, parties will incorporate the requirements of a separately signed confidentiality agreement into another contract. This saves the parties the time and trouble of having to negotiate new confidentiality provisions every time they want to strike a new deal. Instead, the parties can just sign one confidentiality agreement at the start, and then incorporate its requirements by referring to it in each new agreement.

Party 1:
Party 2:
CONFIDENTIALITY AGREEMENT REFERENCE - What is the title and effective date of the Confidentiality Agreement?
"Limitation of Liability" is a provision used to limit the kinds of damages a company could be liable for if sued. Parties often want to limit their liability for "Consequential Damages" - these damages can be quite large, might greatly exceed the money actually owed under the contract, and include lost profits and punitive damages. Parties may also want to impose a hard cap on their liability. For instance, a party could state that it won't be liable for more than $10,000, or for more than the fees under the contract.

Party 1:
Party 2:
LIMITATION OF LIABILITY - CONSEQUENTIAL DAMAGES - For consequential damages, do I want to limit liability for both parties or just for Party-1?
For certain egregious acts, you may not want the parties' liability limited. Which of the below acts do you want excluded from the limitation of liability?
For certain egregious acts, you may not want this party's liability limited. Which of the below acts do you want excluded from the limitation of liability?
"Limitation of Liability" is a provision used to limit the kinds of damages a company could be liable for if sued. Parties often want to limit their liability for "Consequential Damages" - these damages can be quite large, might greatly exceed the money actually owed under the contract, and include lost profits and punitive damages. Parties may also want to impose a hard cap on their liability. For instance, a party could state that it won't be liable for more than $10,000, or for more than the fees under the contract.

Party 1:
Party 2:
LIMITATION OF LIABILITY - HARD CAP - Do I want to impose a hard cap on liability for both parties or just Party-1?
Do I want to choose one of the options below, choose a multiple of the contract value, or specify the hard cap myself?
Which option?
What should the multiple be?
How much?
Do I want to choose one of these options, choose a multiple of the contract value, or specify the hard cap myself?
What should the multiple be?
How much?
A "Subcontractor" is a third party who one of the signing parties wants to perform some of its responsibilities under the Agreement, such as providing a Service or Deliverable.

Party 1:
Party 2:
SUBCONTRACTORS - Can one or both of the parties subcontract any responsibilities?
The "Governing Law" is the particular state or country's laws that you choose to apply to this contract. Often times, the governing law is the state or country within which one or both of the parties have a main office, or where they are conducting business under the contract.

Party 1:
Party 2:
GENERAL - GOVERNING LAW - Which state or country's laws govern this contract?
"Forum", "Venue" or "Jurisdiction" refers to where disputes between the parties must be litigated. Often the parties will still be free to seek injunctions or other temporary relief outside of the forum as they see fit.

Party 1:
Party 2:
GENERAL - FORUM - Which state or country is the forum for this contract?
"Assignment" means the right to transfer the contract, or a right or obligation under the contract, to a third party. Usually, this is prohibited or limited to a third party buying the shares or assets of a party to the contract.

Party 1:
Party 2:
GENERAL - ASSIGNMENT - Do I want both parties to be able to assign this Agreement, just Party-1, or not allow any assignments?

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As Covered On:

Complete Description. This Letter of Intent allows two parties to set up guidelines for negotiating an elaborate agreement, and explains the term, negotiations, definitive contract not required, non-exclusive relationship, costs and expenses, confidentiality, disclaimer, limitation of liability, publicity, and general boilerplate for a letter of intent.