The Letter of Intent Non-Disclosure Agreement serves as a crucial preliminary document in business negotiations under U.S. law. It is typically used when parties are exploring potential transactions and need to share sensitive information while maintaining confidentiality. This hybrid document combines the framework of future negotiations with legally binding confidentiality provisions, protected under both federal and state law. It's particularly valuable in situations where parties need to outline basic transaction terms while simultaneously establishing confidentiality obligations before proceeding with detailed due diligence or negotiations.
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1. Parties: Identification of all parties involved, including legal names and addresses
2. Background: Context of the potential transaction or relationship being considered
3. Definitions: Key terms used throughout the document, including 'Confidential Information', 'Purpose', and 'Representatives'
4. Purpose: Statement of intended purpose for information sharing and potential transaction
5. Confidentiality Obligations: Core confidentiality provisions and obligations including use, disclosure, and protection of confidential information
6. Term and Termination: Duration of the LOI and NDA provisions, including survival of confidentiality obligations
7. Binding/Non-Binding Nature: Clear statement of which provisions are binding vs non-binding in the LOI
1. Exclusivity: Provisions preventing parties from negotiating with others during a specified period
2. Break Fee: Compensation provisions if transaction doesn't proceed after certain milestones
3. Due Diligence Process: Framework for information sharing, review process, and timeline
4. Return or Destruction of Information: Procedures for handling confidential information after termination
5. Non-Solicitation: Restrictions on soliciting employees or customers during negotiations
1. Schedule A - Permitted Recipients: List of authorized individuals/entities who may receive confidential information
2. Schedule B - Specifically Protected Information: Detailed list of particularly sensitive information requiring special handling
3. Schedule C - Information Security Requirements: Technical and organizational measures required for information protection
4. Schedule D - Proposed Transaction Timeline: Key dates and milestones for the potential transaction
Relevant legal definitions
Agreement
Confidential Information
Disclosing Party
Receiving Party
Representatives
Permitted Purpose
Permitted Recipients
Proposed Transaction
Evaluation Material
Trade Secrets
Affiliate
Effective Date
Term
Binding Provisions
Non-Binding Provisions
Exclusivity Period
Due Diligence
Business Day
Intellectual Property Rights
Material Adverse Effect
Confidential Information
Disclosing Party
Receiving Party
Representatives
Permitted Purpose
Permitted Recipients
Proposed Transaction
Evaluation Material
Trade Secrets
Affiliate
Effective Date
Term
Binding Provisions
Non-Binding Provisions
Exclusivity Period
Due Diligence
Business Day
Intellectual Property Rights
Material Adverse Effect
Clauses
Confidentiality
Non-Disclosure
Non-Binding Terms
Binding Terms
Information Use
Return of Information
Term and Termination
Exclusivity
Due Diligence
Permitted Disclosures
Information Security
Governing Law
Dispute Resolution
Remedies
Notice Requirements
Assignment
Severability
Entire Agreement
Break Fee
Costs
Non-Disclosure
Non-Binding Terms
Binding Terms
Information Use
Return of Information
Term and Termination
Exclusivity
Due Diligence
Permitted Disclosures
Information Security
Governing Law
Dispute Resolution
Remedies
Notice Requirements
Assignment
Severability
Entire Agreement
Break Fee
Costs
Relevant Industries
Relevant Teams
Relevant Roles
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