51��Ƶ����

The Non Binding LOI is a crucial preliminary document used in Canadian business transactions to outline the fundamental terms of a proposed deal before proceeding to detailed negotiations and definitive agreements. It serves as a roadmap for the transaction while explicitly maintaining its non-binding nature, except for specific provisions that parties may agree to make binding. This document is particularly valuable in complex business transactions where parties need to establish clear understanding and alignment on key terms before investing significant resources in due diligence and detailed negotiations. The LOI typically includes proposed transaction structure, key terms, timelines, and any exclusivity or confidentiality provisions. Under Canadian law, while the document is primarily non-binding, parties must still observe good faith principles in their negotiations, particularly in Quebec where civil law principles apply.

1. Opening Paragraph: Identifies the parties and date of the letter

2. Transaction Overview: Brief description of the proposed transaction or relationship

3. Key Terms: Outline of the principal terms and conditions being considered

4. Timeline: Proposed schedule for negotiation, due diligence, and closing

5. Non-Binding Nature: Clear statement that the LOI is non-binding except for specified provisions

6. Binding Provisions: Identification of any provisions that are intended to be binding (typically confidentiality, costs, governing law)

7. Closing: Signature blocks and formal closing of the letter