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1. Date and Parties: Full legal names and addresses of both parties, including company registration numbers if applicable
2. Introduction: Brief statement establishing the context of the letter and identifying the parties
3. Background: Context of the proposed strategic partnership, including the business objectives and rationale
4. Definitions: Key terms used throughout the letter that require precise definition
5. Purpose and Scope: Clear statement of the intended strategic partnership's objectives and scope
6. Key Terms: Outline of the fundamental terms of the proposed partnership
7. Timeline: Proposed schedule for negotiations and implementation of the full agreement
8. Confidentiality: Terms regarding the handling of confidential information exchanged during negotiations
9. Non-Binding Nature: Clear statement about which provisions are binding and non-binding
10. Exclusivity: Terms regarding exclusive negotiations during the LOI period
11. Costs: Each party's responsibility for costs incurred during the negotiation process
12. Duration: Validity period of the LOI
13. Governing Law: Confirmation that Irish law governs the LOI
14. Signatures: Execution blocks for authorized representatives of both parties
1. Due Diligence: Include when the partnership requires significant due diligence investigation
2. Resource Commitment: Include when specific resources need to be allocated during the negotiation phase
3. Intellectual Property: Include when IP rights need to be addressed during the negotiation phase
4. Break Fee: Include when parties want to specify compensation if negotiations are terminated
5. Press Releases: Include when public announcements need to be controlled
6. Employee Matters: Include when the partnership may affect employment arrangements
7. Regulatory Approvals: Include when the partnership requires specific regulatory clearances
1. Schedule 1 - Initial Business Plan: High-level outline of the proposed partnership structure and objectives
2. Schedule 2 - Timeline: Detailed timeline for negotiation and implementation milestones
3. Schedule 3 - Required Approvals: List of necessary internal and external approvals
4. Appendix A - Confidentiality Terms: Detailed confidentiality provisions if more extensive than in main letter
5. Appendix B - Due Diligence Requirements: List of required due diligence items and process
6. Appendix C - Term Sheet: Key commercial terms for the proposed partnership in bullet point format
Agreement
Background IP
Business Day
Business Plan
Commencement Date
Confidential Information
Definitive Agreement
Designated Representatives
Due Diligence
Effective Date
Exclusivity Period
Force Majeure
Intellectual Property Rights
Letter of Intent
Material Adverse Change
Negotiation Period
Parties
Partnership
Partnership Assets
Partnership Objectives
Permitted Purpose
Project
Representatives
Strategic Partnership
Strategic Plan
Subsidiary
Term
Territory
Third Party
Transaction
Working Group
Background
Definitions
Purpose and Scope
Non-Binding Provisions
Binding Provisions
Confidentiality
Exclusivity
Due Diligence
Timeline
Good Faith Negotiations
Costs and Expenses
Intellectual Property
Public Announcements
Term and Termination
Break Fee
Governing Law
Jurisdiction
Notices
Assignment
Entire Agreement
Counterparts
Authority to Execute
No Partnership or Agency
Regulatory Compliance
Data Protection
Force Majeure
Severability
Technology and Software
Manufacturing
Healthcare and Life Sciences
Financial Services
Telecommunications
Energy and Utilities
Professional Services
Retail and Consumer Goods
Automotive
Aerospace and Defense
Education and Research
Media and Entertainment
Construction and Infrastructure
Agriculture and Food Production
Environmental Services
Legal
Executive Leadership
Business Development
Strategy
Operations
Finance
Risk and Compliance
Corporate Development
Commercial
Mergers and Acquisitions
International Business
Research and Development
Product Development
Partnership Management
Chief Executive Officer
Chief Legal Officer
Chief Financial Officer
Chief Strategy Officer
Chief Operating Officer
Managing Director
Business Development Director
Legal Counsel
Corporate Development Manager
Strategic Partnership Manager
Commercial Director
Head of Business Development
General Counsel
Operations Director
Risk Manager
Compliance Officer
Partnership Director
Strategic Alliance Manager
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