Exclusive Letter Of Intent Template for Philippines

The Exclusive Letter of Intent is a crucial document in Philippine business transactions, particularly in mergers, acquisitions, and significant commercial deals. It serves as a preliminary agreement that outlines the proposed transaction terms while establishing an exclusive negotiation period. This document is commonly used when parties have progressed beyond initial discussions but require protection and structure for their negotiations before proceeding to definitive agreements. Under Philippine law, while most provisions of an LOI are typically non-binding, the exclusivity and confidentiality provisions are usually drafted as legally binding commitments. The document should comply with the Civil Code of the Philippines and relevant commercial regulations, particularly regarding contract formation and enforceability. It's especially important in complex transactions where detailed due diligence and negotiation periods are necessary, providing a framework for the parties to proceed with their discussions while maintaining confidentiality and exclusivity.

1. Date and Addresses: Full names and addresses of both sender and recipient

2. Subject Line: Clear identification of the transaction or project that is the subject of the LOI

3. Introduction: Identification of the parties and their roles in the proposed transaction

4. Transaction Overview: Brief description of the proposed transaction or business relationship

5. Exclusivity Provision: Clear statement of the exclusive negotiation period and its terms

6. Duration: Specific timeframe for the exclusivity period and any extension mechanisms

7. Confidentiality: Basic confidentiality obligations regarding the proposed transaction

8. Due Diligence: Framework for information sharing and due diligence process

9. Good Faith Negotiations: Commitment to negotiate in good faith during the exclusivity period

10. Binding Effect: Clear statement of which provisions are legally binding and which are not

11. Closing: Signature blocks and formal closing of the letter