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Letter Of Intent for Singapore

Letter Of Intent Template for Singapore

A Letter of Intent (LOI) under Singapore law is a preliminary document that outlines the proposed terms of a business transaction. It serves as a framework for further negotiations and typically includes both binding and non-binding provisions. The document is governed by Singapore contract law principles and commercial practices, providing parties with a structured approach to negotiating complex transactions while maintaining legal clarity and protection.

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What is a Letter Of Intent?

A Letter of Intent Template is a vital business document used in Singapore to initiate significant commercial transactions. It serves as a roadmap for negotiations, typically used before finalizing detailed agreements in mergers, acquisitions, joint ventures, or major commercial deals. The template is designed to comply with Singapore's legal framework, including the Contract Act and relevant commercial legislation. While primarily non-binding, certain provisions like confidentiality and exclusivity can be made legally binding. The document helps parties align their expectations and outline key terms while maintaining flexibility for detailed negotiations.

What sections should be included in a Letter Of Intent?

1. Date and Parties: Identification of parties involved and date of the Letter of Intent

2. Purpose Statement: Clear statement outlining the intent and nature of the proposed transaction or relationship

3. Key Terms: Principal commercial terms and conditions of the proposed transaction

4. Timeline: Expected timeline for negotiation, due diligence, and completion of the final agreement

5. Binding vs Non-binding Provisions: Clear delineation of which provisions are intended to be legally binding

6. Confidentiality: Terms regarding the confidential treatment of information exchanged

7. Governing Law: Statement that the LOI is governed by Singapore law

What sections are optional to include in a Letter Of Intent?

1. Due Diligence Process: Details of the due diligence process and requirements, typically included in M&A transactions

2. Exclusivity Period: Terms of exclusive negotiation rights, used in competitive situations or significant transactions

3. Break Fee: Provisions for compensation if the transaction doesn't proceed, typically in major transactions

4. Financing Conditions: Details of financing requirements and conditions, included when external funding is needed

5. Good Faith Negotiations: Commitment to negotiate in good faith, often included in complex transactions

What schedules should be included in a Letter Of Intent?

1. Term Sheet: Detailed summary of key commercial terms and conditions

2. Transaction Timeline: Detailed schedule of key dates, milestones, and deadlines

3. Corporate Information Schedule: Basic corporate information and documentation requirements for all parties

4. Due Diligence Checklist: List of required documents and information for due diligence process

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Singapore

Publisher

Ƶ

Document Type

Letter of Intent

Cost

Free to use
Relevant legal definitions















Clauses















Industries

Contract Act (Cap. 53): Primary legislation governing contract formation, validity, and enforcement in Singapore

Unfair Contract Terms Act (Cap. 396): Legislation regulating unfair terms in contracts and limiting the extent to which liability can be excluded in contracts

Companies Act (Cap. 50): Legislation governing corporate entities and their capacity to enter into contracts in Singapore

Business Registration Act (Cap. 32): Law governing business registration and legal capacity to enter into business agreements

Electronic Transactions Act: Legislation governing the validity and use of electronic signatures and electronic records in contracts

Competition Act (Cap. 50B): Law regulating business combinations and anti-competitive practices that may need consideration in certain LOIs

Singapore International Arbitration Act: Framework for international arbitration provisions and dispute resolution options in Singapore

Common Law Principles: Body of case law and legal principles supplementing statutory law in contract interpretation and enforcement

Industry-Specific Regulations: Sector-specific laws and regulations that may apply depending on the business context of the LOI

Preliminary Agreements Framework: Legal framework governing the binding nature and enforcement of preliminary agreements in Singapore

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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