The Non-Binding LOI is a crucial preliminary document in commercial transactions under Irish law, typically used during the early stages of business negotiations, mergers, acquisitions, or strategic partnerships. This document type serves as a roadmap for the proposed transaction, outlining key terms, conditions, and expectations while explicitly maintaining its non-binding nature. It's particularly valuable in complex transactions where parties need to document their preliminary understanding before committing resources to detailed due diligence and definitive agreements. The Non-Binding LOI helps establish clear communication channels, demonstrates serious intent, and can facilitate board approvals or financing arrangements, while providing flexibility for parties to adjust terms during subsequent negotiations. Under Irish law, careful drafting is essential to maintain the intended non-binding status while potentially incorporating specific binding provisions such as confidentiality or exclusivity obligations.

1. Letter Header: Date, addressee details, and sender details following formal business letter format

2. Opening Statement: Clear statement of the letter's purpose and its non-binding nature

3. Introduction of Parties: Brief introduction of the key parties involved and their roles

4. Transaction Overview: High-level description of the proposed transaction or relationship

5. Key Terms: Outline of the main commercial terms being proposed

6. Proposed Timeline: Expected timeline for negotiation and completion of the definitive agreement

7. Confidentiality Statement: Brief statement regarding the confidential nature of discussions

8. Non-Binding Nature: Clear restatement of the non-binding nature, except for any specific binding provisions

9. Next Steps: Proposed actions and way forward

10. Closing and Signatures: Formal closing, signature blocks for acknowledgment