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Letter Of Intent Non Disclosure Agreement for the United Kingdom

Letter Of Intent Non Disclosure Agreement Template for England and Wales

This document combines a Letter of Intent (LOI) with integrated Non-Disclosure Agreement (NDA) provisions, governed by the laws of England and Wales. It outlines the preliminary understanding between parties regarding a potential transaction while simultaneously protecting confidential information exchanged during negotiations. The document establishes both binding confidentiality obligations and typically non-binding commercial terms, providing a framework for further negotiations and due diligence.

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Letter Of Intent Non Disclosure Agreement

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What is a Letter Of Intent Non Disclosure Agreement?

A Letter of Intent Non Disclosure Agreement is commonly used in the initial stages of business transactions under English and Welsh law, where parties need to protect sensitive information while documenting their preliminary understanding. This hybrid document serves two key purposes: it outlines the proposed transaction terms and creates legally binding confidentiality obligations. It's particularly useful in complex commercial transactions where significant due diligence is required before finalizing a deal, ensuring that sensitive information is protected while parties explore the viability of the transaction.

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

1. Parties: Identification and details of all parties involved

2. Background/Recitals: Context and purpose of the LOI and NDA

3. Definitions: Key terms used throughout the document

4. Confidentiality Obligations: Core confidentiality provisions and duties

5. Proposed Transaction: Overview of intended business relationship

6. Term and Termination: Duration of obligations and termination provisions

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

1. Non-Binding Provisions: Clarification of which LOI provisions are non-binding - used when some provisions are intended to be non-binding

2. Exclusivity: Exclusive negotiation rights - used when parties want exclusive negotiation period

3. Break Fee: Compensation if transaction doesn't proceed - used in high-value transactions with significant due diligence costs

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

1. Permitted Recipients: List of authorized individuals/entities who may access confidential information

2. Confidential Information: Detailed description of information covered by the agreement

3. Proposed Timeline: Schedule of key dates and milestones for the proposed transaction

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

England and Wales

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions
















Clauses
















Industries

Trade Secrets (Enforcement, etc.) Regulations 2018: Key UK legislation implementing EU Trade Secrets Directive that defines and governs the protection of trade secrets and confidential information

Data Protection Act 2018 and UK GDPR: Legislation governing the processing and protection of personal data, relevant when confidential information includes personal data

Law of Property (Miscellaneous Provisions) Act 1989: Fundamental legislation governing contract formation and execution under English law

Copyright, Designs and Patents Act 1988: Primary legislation protecting intellectual property rights, relevant when confidential information includes copyrighted materials or patents

Trade Marks Act 1994: Legislation governing trademark protection, applicable when confidential information includes trademark-related matters

Coco v A.N. Clark (Engineers) Ltd [1969]: Landmark case law establishing three key requirements for breach of confidence claims in English law

Common Law Contract Principles: Fundamental principles including consideration, intention to create legal relations, and offer and acceptance

Equitable Principles of Confidence: Legal principles governing duties of confidence and available remedies for breach of confidentiality

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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