A Letter Of Intent Joint Venture is a crucial preliminary document used when two or more parties are considering forming a joint venture in the Netherlands. This document serves as a roadmap for negotiations and demonstrates the serious intent of all parties while maintaining flexibility before final commitments are made. It typically precedes the more detailed Joint Venture Agreement and is particularly useful in complex business combinations where parties need to agree on key principles before undertaking detailed due diligence and drafting definitive agreements. Under Dutch law, while most provisions are non-binding, certain elements like confidentiality and exclusivity can be made legally binding. The document helps align expectations, establish negotiation parameters, and outline the proposed structure and operations of the joint venture, while respecting Dutch legal requirements and business practices. It's particularly valuable in international business contexts where parties need to establish clear understanding across different business cultures and legal systems.

1. Parties: Identification of all parties involved in the proposed joint venture, including full legal names and registered addresses

2. Background: Context of the proposed joint venture, including brief description of each party's business and their reasons for considering the joint venture

3. Definitions: Key terms used throughout the letter of intent

4. Purpose and Scope: Clear description of the proposed joint venture's business objectives, scope, and target market

5. Proposed Structure: Outline of the intended legal and operational structure of the joint venture

6. Initial Contributions: Preliminary agreement on what each party will contribute (capital, assets, intellectual property, etc.)

7. Key Terms: Essential commercial terms including ownership split, management structure, and decision-making process

8. Timeline: Proposed schedule for due diligence, negotiation, and completion of definitive agreements

9. Exclusivity: Terms of exclusive negotiation period, if applicable

10. Confidentiality: Binding provisions regarding the confidentiality of discussions and shared information

11. Costs: How costs related to the negotiation and formation process will be borne

12. Non-Binding Nature: Clear statement about which provisions are non-binding vs. binding

13. Governing Law: Specification of Dutch law as governing law and jurisdiction

14. Signatures: Execution block for all parties