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Exclusive Letter Of Intent Template for England and Wales

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Key Requirements PROMPT example:

Exclusive Letter Of Intent

"I need an Exclusive Letter of Intent for a potential acquisition of a UK tech company, with a 90-day exclusivity period starting from March 1, 2025, and including strict confidentiality provisions due to market sensitivity."

Document background
An Exclusive Letter of Intent is commonly used in the early stages of significant business transactions under English and Welsh law. It serves as a preliminary agreement that outlines the proposed terms of a transaction while providing the potential buyer with exclusive negotiation rights for a specified period. The document typically includes key commercial terms, exclusivity provisions, confidentiality obligations, and the framework for due diligence. While most provisions are non-binding, certain elements such as exclusivity and confidentiality are typically legally enforceable. This document is particularly important in complex transactions where significant due diligence and negotiation are required.
Suggested Sections

1. Date and Parties: Opening details including date, sender and recipient details

2. Transaction Overview: Brief description of the proposed transaction and purpose of the LOI

3. Exclusivity Provisions: Details of exclusive negotiation period, including duration and scope

4. Binding Terms: Clear statement of which provisions are legally binding

5. Non-Binding Terms: Clear statement of which provisions are not legally binding

6. Confidentiality: Terms regarding confidentiality of discussions and information exchange

7. Duration and Termination: Period of validity and circumstances for termination

8. Governing Law: Specification of English and Welsh law as governing law

Optional Sections

1. Break Fee: Terms of any break fee payable if the transaction doesn't proceed

2. Due Diligence Process: Framework for the conduct of due diligence investigations

3. Costs and Expenses: Allocation of costs and expenses during the negotiation period

4. Non-Solicitation: Provisions preventing solicitation of employees or customers

5. Regulatory Approvals: Process for obtaining necessary regulatory approvals

Suggested Schedules

1. Schedule 1 - Term Sheet: High-level summary of key commercial terms and conditions

2. Schedule 2 - Timeline: Proposed timeline for completion of the transaction

3. Schedule 3 - Due Diligence Requirements: List of required due diligence items and documentation

4. Schedule 4 - Form of Confidentiality Agreement: Template or final form of separate confidentiality agreement if required

Authors

Alex Denne

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

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Relevant Industries
Relevant Teams
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Industries

Law of Property (Miscellaneous Provisions) Act 1989: Fundamental legislation governing property transactions and formal requirements for contracts in England and Wales

Contracts (Rights of Third Parties) Act 1999: Legislation governing how third parties may enforce terms of a contract they are not directly party to

Competition Act 1998: Primary UK legislation governing competition law and anti-competitive practices, relevant for exclusive arrangements

Enterprise Act 2002: Legislation providing framework for merger control and market investigations in the UK

UK GDPR and Data Protection Act 2018: Legal framework for data protection and privacy, relevant for handling personal data in commercial transactions

Copyright, Designs and Patents Act 1988: Primary legislation protecting intellectual property rights that may be discussed or transferred in the LOI

Trade Marks Act 1994: Legislation governing trademark protection and usage in commercial agreements

Financial Services and Markets Act 2000: Regulatory framework for financial services industry, applicable if the LOI involves regulated financial activities

Misrepresentation Act 1967: Legislation governing false or misleading statements made during contract negotiations

Electronic Communications Act 2000: Legal framework for electronic communications and digital signatures in commercial transactions

Electronic Commerce (EC Directive) Regulations 2002: Regulations governing electronic commerce and online business activities

Companies Act 2006: Primary legislation governing company operations and corporate authority in the UK

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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