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The Letter Of Intent Development Agreement is a crucial preliminary document used in Philippine real estate and infrastructure development projects to establish the framework for negotiations between parties. It is typically employed when parties have reached a general understanding about a development project but need to formalize their intentions before proceeding with detailed due diligence and final agreements. This document, while generally non-binding, outlines key commercial terms, project scope, timeline, and conditions precedent to the final Development Agreement. It's particularly important in the Philippine context where development projects often require multiple stakeholder approvals and compliance with various regulatory requirements. The LOI helps parties align their expectations and commence preliminary work while protecting their interests through specific binding provisions such as confidentiality and exclusivity clauses.

1. Parties: Full legal names and addresses of all parties involved in the proposed development project

2. Background/Recitals: Context of the proposed development project, including brief description of the property and parties' intentions

3. Definitions: Key terms used throughout the letter that require specific definition for clarity

4. Project Description: Detailed outline of the proposed development project, including location, scope, and general concept

5. Proposed Key Terms: Principal commercial terms including proposed investment structure, estimated costs, and revenue sharing principles

6. Due Diligence: Framework for the investigation and evaluation period, including access rights and information sharing

7. Timeline: Proposed schedule for due diligence, negotiation, and execution of definitive agreements

8. Exclusivity: Terms of exclusive negotiation period, if applicable

9. Confidentiality: Binding provisions regarding the confidentiality of shared information

10. Non-Binding Nature: Clear statement that the LOI is non-binding except for specific provisions (confidentiality, exclusivity, governing law)

11. Governing Law: Specification that Philippine law governs the LOI

12. Expiration: Validity period of the LOI and conditions for extension

13. Execution: Signature blocks for authorized representatives of all parties