# Letter of Intent letter

> This template is a starting point, not legal advice. Laws and required terms vary by country and state. Have a qualified lawyer review it for your jurisdiction and business before you use it.

Replace everything in [brackets]. Delete clauses that don’t apply and have a lawyer review the result.

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## Letter

Date: [Date]
From: [Your business, address]
To: [Client company, address]
Re: Letter of intent — [project or engagement name]

## 1. Purpose

This letter records the intention of [Provider] and [Client] to agree an engagement for [project], on the outline terms below, and to sign a definitive agreement by [date].

## 2. Outline scope

- [Main services or phases]
- [Key deliverables]
- [What is expected to be excluded]

## 3. Timeline

Target start: [Date]
Target completion: [Date or duration]
Definitive agreement by: [Date]

## 4. Indicative fees

[Fee basis and estimate, e.g. fixed fee of … or day rate of … for an estimated … days.] Final fees will be set out in the definitive agreement.

## 5. Work before the agreement

[Optional] The Client asks the Provider to start [discovery / reserve team capacity] from [date]. That work will be paid at [rate] whether or not a definitive agreement is signed.

## 6. Non-binding nature

Except for sections 7 to 10, this letter is a statement of intent only. It does not create a legally binding obligation to enter into the engagement or the definitive agreement.

## 7. Confidentiality (binding)

Each party will keep confidential any information received from the other in connection with this letter, and use it only to evaluate and prepare the engagement.

## 8. Exclusivity (binding, optional)

[For [30] days from the date of this letter, the Client will not engage another provider for substantially the same work while the parties negotiate in good faith.]

## 9. Costs (binding)

Each party bears its own costs of negotiating the definitive agreement, except as set out in section 5.

## 10. Expiry and governing law (binding)

This letter expires if a definitive agreement is not signed by [date], unless extended in writing. It is governed by the laws of [jurisdiction].

## Acknowledgement

For the Provider: [Name, title, signature, date]
For the Client: [Name, title, signature, date]

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## Before you sign it

- [ ] Both parties’ legal names and addresses are correct.
- [ ] Services, deliverables and exclusions are specific.
- [ ] Fees, deposit and payment terms match the proposal.
- [ ] Ownership, confidentiality and liability clauses suit the project.
- [ ] Termination and notice periods are filled in.
- [ ] A lawyer has reviewed the template for your jurisdiction.

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# Example: letter of intent for an operations review

Key terms filled in for fictional companies.

## Purpose

Meridian Advisory and Calder Manufacturing intend to agree an operations review of Calder’s order fulfilment, and to sign a statement of work by 31 March.

## Outline terms

Scope: Stakeholder interviews, process analysis, recommendations workshop and 90-day plan
Target start: 7 April
Indicative fee: Fixed fee of about $19,000 plus expenses at cost

## Early work

Calder asks Meridian to hold two consultants from 7 April and to start data requests on 24 March, paid at $1,400 a day whether or not the statement of work is signed.

## Binding clauses

- Confidentiality
- Payment for early work
- Each party pays its own costs
- Expiry on 15 April unless extended

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This template is a starting point, not legal advice. Laws and required terms vary by country and state. Have a qualified lawyer review it for your jurisdiction and business before you use it.

Template by Angelwood — https://angelwood.io/templates