A Letter Of Intent To Become A Distributor is typically used when a company wishes to formally express its serious intention to become a distributor for another company's products or services in the Netherlands or broader territories. This document serves as a crucial intermediate step between initial discussions and a final distribution agreement, setting out the basic terms and framework for further negotiations. It is particularly important in the Dutch legal context, where the principles of reasonableness and fairness (redelijkheid en billijkheid) play a significant role in commercial relationships. The document typically includes provisions about the proposed territory, product range, exclusivity considerations, and timeline for finalizing the distribution agreement, while also addressing confidentiality and any exclusivity during negotiations. While most business terms remain non-binding at this stage, certain provisions like confidentiality and exclusivity during negotiations are typically binding under Dutch law.

1. Date and Addresses: Full business names and addresses of both parties

2. Opening Salutation: Formal business greeting

3. Introduction: Brief statement identifying the parties and the purpose of the letter

4. Background: Brief description of both companies and the context of the potential distribution relationship

5. Expression of Intent: Clear statement of intention to enter into a distribution agreement, subject to negotiations and due diligence

6. Proposed Terms: High-level outline of key terms being considered (territory, products, exclusivity)

7. Next Steps: Outline of the process and timeline for moving forward

8. Non-Binding Nature: Statement clarifying which provisions are binding and non-binding

9. Confidentiality: Basic confidentiality obligations regarding shared information

10. Duration: Validity period of the letter of intent

11. Closing: Signature blocks and formal closing