Letter of Intent (LOI)

LETTER OF INTENT

[DATE]

This Letter of Intent ("LOI") is between [PARTY A] and [PARTY B] regarding [proposed transaction].

1. PROPOSED TRANSACTION. The parties intend to [acquire / purchase / partner] on the following principal terms: [price], [structure], [key terms].

2. DUE DILIGENCE. Party B may conduct due diligence for [30] days with reasonable access to records.

3. EXCLUSIVITY (BINDING). For [30] days, the parties will negotiate exclusively and will not solicit competing offers.

4. CONFIDENTIALITY (BINDING). The existence and terms of these discussions are confidential.

5. NON-BINDING. Except for Sections 3 and 4, this LOI is non-binding, creates no obligation to complete the transaction, and is subject to a definitive written agreement.

6. EXPENSES. Each party bears its own costs.

7. GOVERNING LAW. [STATE].

IMMUNITY NOTICE (18 U.S.C. § 1833(b)). Notwithstanding anything in this Agreement, you may not be held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (a) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (b) in a complaint or other document filed under seal in a lawsuit or other proceeding. If you sue for retaliation for reporting a suspected violation of law, you may disclose the trade secret to your attorney and use it in the proceeding, provided you file any document containing it under seal and do not otherwise disclose it except by court order.

PARTY A: _____________________  DATE: __________
PARTY B: _____________________  DATE: __________

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