The Non-Binding Letter of Intent is a crucial preliminary document in Dutch business practice, typically used during the early stages of significant business transactions or relationships. It serves to memorialize the parties' preliminary understanding and intentions while maintaining flexibility for detailed negotiations. Under Dutch law, while the document is primarily non-binding, certain aspects of negotiations carry legal weight due to the principle of good faith (goede trouw). This document is particularly valuable in complex transactions such as mergers and acquisitions, joint ventures, real estate developments, or strategic partnerships, where parties need to outline their intentions and basic terms before committing resources to detailed due diligence and definitive agreements. The letter typically includes key commercial terms, timelines, and any specific binding provisions like confidentiality obligations, while clearly preserving its overall non-binding character.

1. Opening and Date: Formal letter opening with date and addressee details

2. Introduction of Parties: Clear identification of both the sender and recipient, including full legal names and addresses

3. Purpose Statement: Clear statement of the purpose of the letter and the proposed transaction or relationship

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

5. Key Terms: Outline of the main terms and conditions being considered

6. Timeline: Proposed timeline for negotiations and completion of the final agreement

7. Non-Binding Nature: Express statement that the letter is non-binding, except for any specifically binding provisions

8. Confidentiality: Statement regarding the confidential nature of discussions and information exchange

9. Closing and Signatures: Formal closing, signature blocks, and acknowledgment section