The Intention Letter Model, also known as a Letter of Intent (LOI), is a crucial document in U.S. business transactions that serves as a bridge between initial discussions and final agreements. It is commonly used when parties have reached preliminary understanding on key terms but need to formalize their intentions before proceeding with detailed due diligence and definitive agreements. Under United States law, this document typically includes both non-binding provisions outlining the proposed transaction structure and binding provisions covering aspects like confidentiality and exclusivity. The document is particularly valuable in complex transactions where parties need to demonstrate serious intent, secure financing, or obtain board approvals. While governed by general U.S. contract law principles, specific state laws may affect the enforceability of various provisions.
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1. Date and Parties: Identification of all parties involved and the effective date of the letter
2. Introduction: Brief statement of intent and purpose of the letter
3. Transaction Overview: High-level description of the proposed transaction or relationship
4. Key Terms: Outline of the principal terms and conditions of the proposed transaction
5. Timeline: Proposed schedule for negotiations, due diligence, and closing
6. Due Diligence: Overview of the due diligence process and requirements
7. Confidentiality: Binding provisions regarding the confidential treatment of information
8. Exclusivity: Terms of any exclusive negotiating period (if applicable)
9. Binding vs. Non-Binding Provisions: Clear delineation of which provisions are legally binding
10. Closing: Signature blocks and execution requirements
1. Break-up Fee: Terms of any fee payable if the transaction doesn't proceed, used in larger transactions
2. Governing Law: Specification of applicable law and jurisdiction, important for interstate or complex transactions
3. Costs and Expenses: Allocation of costs during the negotiation period, relevant for significant transactions
4. Public Announcements: Terms regarding public disclosure, important for sensitive or public company transactions
5. Material Adverse Change: Conditions allowing withdrawal if significant negative changes occur, used in larger deals
6. Employee Matters: Preliminary agreements regarding personnel, relevant in business combinations
7. Regulatory Approvals: Overview of required regulatory clearances, needed for regulated industries
1. Term Sheet: Detailed outline of key commercial and financial terms
2. Timeline Schedule: Detailed timeline with specific milestones and deadlines
3. Assets Schedule: Preliminary list of assets involved in the transaction, if applicable
4. Due Diligence Checklist: Initial list of required documents and information for review
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Corporate Secretary
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