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The Joint Venture Letter of Intent (LOI) is a crucial preliminary document used when two or more parties are exploring a potential joint venture relationship but are not yet ready to enter into definitive agreements. This document is particularly relevant in the Indian business context where joint ventures are common for entering new markets or combining complementary capabilities. The LOI typically precedes the more detailed Joint Venture Agreement and is used to outline the basic understanding between parties, secure exclusivity for negotiations, and establish confidentiality obligations. While governed by Indian law, particularly the Indian Contract Act, 1872, most provisions are intentionally non-binding, except for specific clauses like confidentiality and exclusivity. The document serves as a roadmap for further negotiations and due diligence, typically including proposed ownership structures, business objectives, and timelines for completing the transaction.

1. Date and Parties: Identification of all parties involved, including full legal names, addresses, and company registration details

2. Introduction: Brief statement of the parties' intention to explore and negotiate a joint venture arrangement

3. Business Objective: Clear description of the proposed joint venture's business purpose and strategic objectives

4. Proposed Structure: Outline of the intended corporate and ownership structure of the joint venture

5. Key Terms: Essential commercial terms including proposed equity split, capital contribution, and management structure

6. Timeline: Proposed schedule for due diligence, negotiation, and execution of definitive agreements

7. Confidentiality: Binding provisions regarding the confidential treatment of shared information

8. Exclusivity: Terms of exclusive negotiation period, if applicable

9. Costs and Expenses: Allocation of costs and expenses during the negotiation phase

10. Non-Binding Nature: Clear statement about which provisions are binding and non-binding

11. Governing Law: Specification of Indian law as the governing law

12. Signatures: Execution blocks for authorized representatives of all parties