Non Binding Letter Of Intent for Singapore

Non Binding Letter Of Intent Template for Singapore

A Non-Binding Letter of Intent under Singapore law is a preliminary document that outlines the proposed terms of a transaction or business relationship without creating legally binding obligations. It serves as a framework for future negotiations while explicitly stating its non-binding nature, except for specific provisions such as confidentiality where applicable. The document follows Singapore contract law principles and common law precedents, particularly regarding the distinction between binding and non-binding agreements.

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What is a Non Binding Letter Of Intent?

The Non-Binding Letter of Intent Template is a crucial preliminary document used in Singapore business transactions to establish initial understanding between parties without creating legal obligations. It is typically used in the early stages of negotiations for mergers, acquisitions, joint ventures, or significant business arrangements. The document outlines key terms, conditions, and timelines while explicitly maintaining its non-binding nature. Under Singapore law, this document helps parties progress discussions while maintaining flexibility to modify terms or withdraw from negotiations without legal consequences, except for specifically designated binding provisions such as confidentiality agreements.

What sections should be included in a Non Binding Letter Of Intent?

1. Opening Statement: Date, parties involved, and clear indication this is a Letter of Intent

2. Non-Binding Nature Declaration: Clear statement that the document is non-binding and does not create legal obligations

3. Purpose/Intent: Clear description of the proposed transaction or relationship

4. Key Terms: Outline of principal terms being considered

5. Timeline: Proposed schedule for negotiation and completion

6. Closing: Signature blocks and contact information

What sections are optional to include in a Non Binding Letter Of Intent?

1. Confidentiality: Terms regarding confidential information (note: this section is often made binding, even in a non-binding LOI)

2. Exclusivity: Terms regarding exclusive negotiations during the LOI period

3. Cost Allocation: Provisions for how costs during the negotiation period will be handled

What schedules should be included in a Non Binding Letter Of Intent?

1. Term Sheet: Detailed outline of key commercial terms under consideration

2. Timeline Schedule: Detailed schedule of proposed milestones and deadlines

3. Corporate Information: Basic information about the parties involved including registration details and authorized representatives

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Singapore

Publisher

Genie AI

Document Type

Letter of Intent

Cost

Free to use
Industries

Singapore Contract Act (Cap. 53): Primary legislation governing contract formation, validity, and enforcement in Singapore. Essential for understanding basic contractual principles even in non-binding agreements.

Common Law Principles: Singapore's legal system incorporates common law principles for contract interpretation and formation, particularly relevant for Letters of Intent.

Companies Act (Cap. 50): Regulates company operations in Singapore. Relevant when parties to the LOI are registered companies, affecting their capacity to enter into agreements.

Business Registration Act: Provides framework for business entity verification and registration. Important for proper party identification in the LOI.

Electronic Transactions Act: Governs electronic contracts and signatures in Singapore. Relevant if the LOI will be executed electronically.

Gay Choon Ing v Loh Sze Ti Terence Peter [2009]: Key Singapore Court of Appeal case establishing principles for distinguishing binding versus non-binding agreements.

Industry-Specific Regulations: Sector-specific laws and regulations that may affect the content and structure of the LOI depending on the industry involved.

Disclaimer Requirements: Legal requirements for clear and unambiguous language stating the non-binding nature of the LOI under Singapore law.

Confidentiality Provisions: Legal framework for incorporating binding confidentiality clauses within an otherwise non-binding LOI under Singapore law.

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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