A Legal Letter of Intent is commonly used in Singapore as a preliminary step in significant commercial transactions. It establishes the framework for negotiation while protecting parties' interests tHRough specific binding provisions. The document typically includes key commercial terms, timelines, conditions precedent, and any exclusivity arrangements. Under Singapore law, parties must clearly distinguish between binding and non-binding provisions to ensure legal certainty. The LOI helps parties align their expectations and provides structure to subsequent negotiations while maintaining flexibility.
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1. Identification of Parties: Clear identification of all parties involved in the Letter of Intent, including their legal names, addresses, and company registration numbers if applicable
2. Purpose Statement: Clear statement of intent outlining the nature and objective of the proposed transaction or relationship
3. Key Terms: Principal commercial terms and conditions of the proposed transaction, including pricing, scope, and key deliverables
4. Timeline: Proposed schedule for completion of the transaction, including key milestones and deadlines
5. Binding vs Non-binding Provisions: Clear distinction between which provisions are intended to be legally binding and which are non-binding expressions of intent
6. Confidentiality: Terms regarding the confidential treatment of information exchanged during negotiations
7. Governing Law: Statement that the LOI is governed by Singapore law
1. Due Diligence: Terms regarding the conduct of due diligence investigations, including access to information and timeline (include for complex transactions or asset purchases)
2. Exclusivity: Terms preventing parties from negotiating with others for a specified period (include for significant transactions requiring resource commitment)
3. Break Fee: Terms regarding compensation if a party withdraws from the transaction (include for large-scale transactions with significant preparation costs)
4. Good Faith Obligations: Specific obligations regarding good faith negotiations (include when parties want to emphasize commitment to the process)
5. Costs and Expenses: Terms regarding who bears the costs of negotiation and due diligence (include for complex transactions with significant preparation costs)
1. Term Sheet: Detailed summary of key commercial terms and conditions proposed for the final agreement
2. Timeline Schedule: Detailed timeline showing key milestones, deadlines, and dependencies for the proposed transaction
3. Asset Schedule: Comprehensive list of assets involved in the transaction (if applicable for asset purchases or property transactions)
4. Due Diligence Checklist: List of required documents and information for due diligence process (if applicable)
Relevant legal definitions
Agreement
Business Day
Confidential Information
Effective Date
Exclusivity Period
Long-Stop Date
Parties
Proposed Transaction
Term Sheet
Transaction Documents
Due Diligence
Material Adverse Change
Binding Provisions
Non-Binding Provisions
Break Fee
Good Faith
Representatives
Singapore Dollars
SGD
Signing Date
Completion Date
Business Day
Confidential Information
Effective Date
Exclusivity Period
Long-Stop Date
Parties
Proposed Transaction
Term Sheet
Transaction Documents
Due Diligence
Material Adverse Change
Binding Provisions
Non-Binding Provisions
Break Fee
Good Faith
Representatives
Singapore Dollars
SGD
Signing Date
Completion Date
Clauses
Relevant Industries
Relevant Teams
Relevant Roles
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