The Letter of Intent Non Disclosure Agreement is a strategic document used in the early stages of business negotiations or potential transactions where parties need to both express their preliminary business intentions and establish confidentiality obligations. This document type is particularly relevant in the South African business context, where it must comply with local legislation including POPIA, the Companies Act, and common law principles. It serves as a crucial tool for businesses exploring partnerships, investments, acquisitions, or other commercial relationships where sensitive information needs to be shared during preliminary discussions. The document typically includes non-binding provisions regarding the proposed business relationship, coupled with legally binding confidentiality obligations, making it especially useful for complex transactions where detailed due diligence may be required. The incorporation of South African legal requirements ensures enforceability while providing flexibility for international business relationships.

1. Parties: Full legal names and details of all parties involved, including registration numbers for companies

2. Background: Context of the proposed transaction or relationship and purpose of the letter

3. Definitions: Key terms used throughout the document, particularly defining 'Confidential Information' and 'Purpose'

4. Expression of Intent: Clear statement of the non-binding nature of the business terms and the binding nature of the confidentiality provisions

5. Scope of Proposed Transaction: Overview of the intended business relationship or transaction being contemplated

6. Confidentiality Obligations: Core NDA provisions including use restrictions, protection measures, and permitted disclosures

7. Duration of Confidentiality: Period for which confidentiality obligations remain in force

8. Return or Destruction of Confidential Information: Obligations regarding handling of confidential information after discussions end

9. Non-Binding Nature: Express statement that the LOI portions are not legally binding except for specified clauses

10. Binding Provisions: List of which provisions are legally binding (typically confidentiality, governing law, and costs)

11. Governing Law and Jurisdiction: Specification of South African law and jurisdiction for dispute resolution

12. Signature Block: Space for authorized signatories to execute the document