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1. Date and Parties: Opening of letter identifying the date and full legal names and addresses of both parties
2. Introduction/Purpose: Brief statement outlining the purpose of the letter and the proposed transaction or relationship
3. Key Terms: Main commercial terms being proposed, including any preliminary agreements on pricing, scope, or structure
4. Timeline: Proposed schedule for negotiation, due diligence, and completion of the final agreement
5. Confidentiality: Statement regarding the confidential nature of discussions and any shared information
6. Non-Binding Nature: Clear statement about which provisions are non-binding, typically most of the letter except confidentiality and exclusivity
7. Next Steps: Outline of immediate actions required from each party
8. Signature Block: Space for signatures of authorized representatives from both parties
1. Exclusivity Period: Used when parties want to negotiate exclusively for a defined period
2. Break Fee: Include when there's a need to specify compensation if either party terminates discussions
3. Due Diligence Access: When preliminary agreement on access to information and documents is needed
4. Costs: Include when there's a need to specify who bears the costs of negotiations and due diligence
5. Governing Law: Include when parties are from different jurisdictions or want to specify governing law
6. Binding Terms: Used to specifically identify which terms are intended to be binding
1. Term Sheet: Detailed outline of key commercial terms being proposed
2. Timeline Schedule: Detailed timeline for the proposed transaction or relationship
3. Due Diligence Requirements: List of documents and information required for due diligence
4. Proposed Transaction Structure: Diagram or detailed explanation of the proposed transaction structure
Due Diligence Period
Exclusivity Period
Proposed Transaction
Business Day
Binding Provisions
Non-Binding Provisions
Effective Date
Break Fee
Completion Date
Intellectual Property Rights
Material Adverse Change
Representatives
Transaction Documents
Permitted Purpose
Related Bodies Corporate
Term
Definitive Agreement
Due Diligence Materials
Authorized Representatives
Confidentiality
Exclusivity
Due Diligence
Good Faith Negotiations
Binding Effect
Costs and Expenses
Term and Termination
Governing Law
Non-Solicitation
Intellectual Property Protection
Publicity and Announcements
Break Fee
Dispute Resolution
Representatives and Authority
Notices
Amendment and Assignment
Technology
Financial Services
Healthcare
E-commerce
Software Development
Biotechnology
Clean Energy
Digital Media
Artificial Intelligence
Fintech
Health Tech
EdTech
Retail Tech
PropTech
AgTech
Legal
Corporate Development
Executive Leadership
Finance
Strategy
Business Development
Investment
Operations
Mergers and Acquisitions
Venture Capital
CEO
Founder
Co-founder
Legal Counsel
Corporate Lawyer
Business Development Manager
Investment Manager
Venture Capital Partner
Chief Financial Officer
Head of Strategy
Corporate Development Director
Startup Advisory Lead
Managing Partner
Chief Operating Officer
General Counsel
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