The Confirmation Letter of Intent serves as a crucial document in the early stages of significant business transactions under Dutch law. It is typically used when parties have reached preliminary understanding on key terms but need to formalize their intentions before proceeding with detailed negotiations and due diligence. The document balances the need for clarity on principal terms while maintaining flexibility for further negotiation. While predominantly non-binding, it often includes specific binding provisions regarding confidentiality, exclusivity, and costs. Under Dutch law, particular attention must be paid to pre-contractual good faith obligations and the potential for liability during negotiations, as established by landmark cases such as Plas/Valburg. The document is especially valuable in complex transactions where parties need to demonstrate commitment while reserving rights to further negotiate and conduct due diligence.

1. Letter Header: Formal business letter header including date, recipient details, and reference number

2. Salutation: Formal greeting to the appropriate representative

3. Introduction: Identification of parties and brief context of the proposed transaction

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

5. Key Terms: Outline of principal commercial terms and conditions being considered

6. Timeline: Proposed schedule for negotiations, due diligence, and target completion date

7. Non-Binding Nature: Clear statement about which provisions are non-binding, except for specific binding terms

8. Confidentiality: Binding provisions regarding confidential information

9. Exclusivity: If applicable, binding provisions about exclusive negotiations

10. Costs: Statement about each party bearing their own costs

11. Governing Law: Specification of Dutch law as governing law

12. Closing: Formal letter closing with signature blocks