[effectiveDate]
[companyName]
[companyAddress]
[companyEmail]
RE: Non-Binding Letter of Intent to Purchase [productName]
Dear [companyContactName],
We are very excited about the development of your new [productDescription] (“[productName]”), and we are very much looking forward to working with your company. This non-binding Letter of Intent (this “LOI”) confirms our intentions to purchase a license to use [productName] from you. While we anticipate that all of the terms and conditions will be fully set forth in a License and Services Purchase Agreement (the “License Agreement”), we understand our current mutual intentions to be as follows:
[productName] Description. [productName] shall consist of [a desktop application that] [productDescription]. We intend to purchase a license for [userNumber] users to download, install and use [productName], for a fee of $[productFee] per month, per user. Should there be any change to the description and/or specifications, you will notify us promptly in writing. If the change(s) result in a product or service not to our satisfaction, we may cancel our order.
Delivery. We understand that you are currently working to complete your prototype of [productName], and that you expect to provide the initial product for our use on or before [productDeliveryDate]. If the delivery date appears to be slipping, you will promptly notify us in writing. If the new delivery date results in delivery not to our satisfaction, we may cancel our order.
Confidentiality. Each of the parties acknowledges that the other party has disclosed or may disclose certain information relating to our respective businesses, the nature and manner of disclosure of which would cause a reasonable person to understand such information to be confidential. In consideration of the parties’ discussions, this LOI and the disclosure of such information, each party agrees that it shall maintain in confidence and take reasonable precautions to protect such information, not to divulge any such information to a third party and not to make use of such information except to evaluate its relationship with the other party. Either party may make disclosures of such information with the other party’s consent or as required by applicable law. The parties agree that the specific terms of this LOI is confidential information, but the existence of this LOI is not confidential information. Notwithstanding the foregoing, [companyName] may share the specific terms of this LOI to actual or prospective investors or acquirers. The License Agreement shall include additional, customary provisions regarding confidentiality of information.
Effect of this LOI. This LOI is intended merely as a guide in the negotiations and preparation of the License Agreement on terms and conditions satisfactory to both parties, and nothing contained in this LOI shall be construed to preclude other provisions from being included in the License Agreement, provided that such other provisions are consistent with this LOI. While we intend to proceed promptly to complete and sign the License Agreement, it is expressly understood that this LOI is non-binding, and no liability or obligation of any nature is intended to be created between either of the parties, except as set forth in Section 3 (Confidentiality).
Termination. This LOI may be terminated at any time, by the mutual consent of the parties, or by us upon written notice to you. Upon any such termination, this LOI shall have no force or effect.
Sincerely,
[customerName]
By: ______________________________
Name: ____________________________
Title: _____________________________
ACKNOWLEDGED AND AGREED:
[companyName]
By: ______________________________
Name: [companyContactName]
Title: [companyContactTitle]