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The Memorandum of Intent (MOI) is a crucial preliminary document in Hong Kong's business landscape, commonly used when parties have reached a basic understanding but need to document their intentions before proceeding with detailed negotiations and due diligence. It serves as a stepping stone between initial discussions and final binding agreements, typically including key commercial terms, timelines, and any binding obligations such as confidentiality provisions. The document reflects Hong Kong's common law heritage while accommodating modern commercial practices, making it particularly useful in cross-border transactions where parties need to establish clear parameters for their proposed relationship. While generally non-binding in nature, the MOI helps prevent misunderstandings and provides a structured framework for moving forward with the transaction.

1. Parties: Identification of all parties involved, including full legal names and addresses

2. Background: Brief context of the proposed transaction or relationship, including the purpose of the MOI

3. Definitions: Key terms used in the document, keeping this section brief and focused on essential terms only

4. Purpose and Scope: Clear statement of the intended transaction or relationship and its general parameters

5. Non-Binding Nature: Express statement that the MOI is non-binding except for specified clauses

6. Key Terms: High-level outline of the principal commercial terms agreed in principle

7. Timeline: Expected timeline for negotiation and execution of definitive agreements

8. Confidentiality: Binding provisions regarding the confidentiality of discussions and shared information

9. Exclusivity: If applicable, binding provisions regarding exclusive negotiations

10. Costs: Statement regarding who bears the costs of negotiations and documentation

11. Governing Law: Specification of Hong Kong law as the governing law

12. Execution: Signature blocks for all parties