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Intention Letter Model Template for England and Wales

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Key Requirements PROMPT example:

Intention Letter Model

I need an Intention Letter Model to outline our company's interest in acquiring a tech startup, including exclusivity until March 2025 and provisions for conducting due diligence on their intellectual property assets.

Document background
The Intention Letter Model is commonly used in commercial transactions governed by English and Welsh law when parties wish to formalize their preliminary understanding before proceeding with detailed negotiations. It serves as a roadmap for the transaction, documenting key commercial terms, conditions, and timelines while typically maintaining a non-binding nature except for specific provisions. This document type is particularly valuable in complex transactions where parties need to demonstrate serious intent while maintaining flexibility for detailed negotiations.
Suggested Sections

1. Identification of Parties: Full details of all parties involved including addresses and registration numbers

2. Purpose Statement: Clear statement of the intention and scope of the proposed transaction

3. Key Terms: Main commercial terms being proposed

4. Timeline: Proposed timeline for completion of the transaction

5. Non-Binding Nature: Clear statement regarding which provisions are binding/non-binding

Optional Sections

1. Exclusivity: Terms preventing negotiations with other parties - include when exclusive negotiations are required

2. Confidentiality: Terms regarding information sharing and confidentiality - include when sensitive information will be shared

3. Cost Allocation: How costs will be handled during the negotiation period - include when significant costs are expected during negotiations

Suggested Schedules

1. Term Sheet: Summary of key commercial terms being proposed

2. Timeline Schedule: Detailed breakdown of proposed transaction timeline

3. Due Diligence Requirements: List of required documentation and information for complex transactions requiring due diligence

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions















Clauses















Industries

Law of Property (Miscellaneous Provisions) Act 1989: Fundamental legislation governing property law and formal requirements for contracts in England and Wales, particularly relevant for contracts relating to land or property interests

Contracts (Rights of Third Parties) Act 1999: Legislation governing how third parties may enforce terms of a contract, important for considering potential stakeholders affected by the Letter of Intent

Housing Grants, Construction and Regeneration Act 1996: Key legislation for construction-related Letters of Intent, governing payment and dispute resolution in the construction industry

Sale of Goods Act 1979: Legislation governing contracts for the sale of goods, relevant if the Letter of Intent involves the purchase or sale of goods

Supply of Goods and Services Act 1982: Legislation governing service contracts, applicable if the Letter of Intent involves the provision of services

British Steel Corporation v Cleveland Bridge Case Law: Landmark case law establishing principles for Letters of Intent, particularly regarding work commenced before formal contract execution

ERDC Group Ltd v Brunel University Case Law: Important case law regarding the binding nature and interpretation of Letters of Intent in construction contexts

RTS Flexible Systems Ltd v Molkerei Alois Müller Case Law: Significant case law on when and how Letters of Intent can become binding agreements

Data Protection Act 2018: UK implementation of GDPR, relevant for handling any personal data mentioned in or processed under the Letter of Intent

Consumer Rights Act 2015: Relevant legislation if the Letter of Intent involves business-to-consumer relationships

Misrepresentation Act 1967: Legislation governing false or misleading statements made during pre-contractual negotiations

Electronic Communications Act 2000: Legislation governing the validity of electronic signatures and communications, relevant for electronic Letters of Intent

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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