Intent To Proceed Letter Template for England and Wales

An Intent to Proceed Letter is a formal document under English and Welsh law that confirms a party's intention to move forward with a specified project, transaction, or business arrangement. It typically outlines key commercial terms, conditions, and next steps while establishing a framework for further negotiations. While not usually fully binding, it creates certain legal obligations and serves as a bridge between initial discussions and final contractual agreements.

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What is a Intent To Proceed Letter?

The Intent To Proceed Letter is commonly used in commercial transactions governed by English and Welsh law when parties wish to formally document their commitment to move forward with a project or transaction before executing detailed agreements. It serves as an important intermediate step between preliminary discussions and final contracts, typically including key commercial terms, timelines, and any conditions that must be met. While maintaining some flexibility, it provides greater certainty than a non-binding letter of intent while avoiding the complexity of a full contract. This document is particularly valuable in complex transactions where detailed documentation will take time to prepare but parties need to demonstrate commitment and establish clear next steps.

What sections should be included in a Intent To Proceed Letter?

1. Date: Clear statement of when the letter is issued

2. Addressee Details: Full name and address of recipient

3. Project/Transaction Reference: Clear identification of the subject matter

4. Statement of Intent: Clear expression of intention to proceed with specified project/transaction

5. Key Terms: Overview of main commercial terms agreed

6. Next Steps: Clear outline of immediate actions and timeline

7. Signature Block: Space for authorized signatory

What sections are optional to include in a Intent To Proceed Letter?

1. Conditions Precedent: Any conditions that must be met before proceeding - include when there are specific prerequisites to proceeding

2. Exclusivity Provisions: Terms preventing engagement with other parties - include when exclusive negotiations are required

3. Confidentiality Provisions: Terms regarding information security - include when sensitive information is involved

4. Cost Allocation: How costs will be handled - include when significant costs are involved in proceeding

What schedules should be included in a Intent To Proceed Letter?

1. Term Sheet: Summary of key commercial terms

2. Timeline: Detailed project/transaction schedule

3. Supporting Documentation: Any relevant background materials or previous correspondence

Authors

Alex Denne

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

Jurisdiction

England and Wales

Publisher

Genie AI

Document Type

Letter of Intent

Cost

Free to use

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