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Non Binding Letter Of Intent for the United Kingdom

Non Binding Letter Of Intent Template for England and Wales

A Non-Binding Letter of Intent (LOI) under English and Welsh law is a preliminary document that outlines the proposed terms of a transaction or business relationship. While not legally binding in its entirety, it serves as a framework for further negotiations and demonstrates serious intent between parties. The document typically includes key commercial terms, timelines, and any binding provisions (such as confidentiality) while explicitly stating its generally non-binding nature. It provides a structured approach to negotiations while maintaining flexibility for both parties.

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Non Binding Letter Of Intent

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What is a Non Binding Letter Of Intent?

A Non Binding Letter Of Intent Template is commonly used in the initial stages of business negotiations under English and Welsh law. It serves as a strategic tool to document preliminary understanding between parties before committing to a formal, binding agreement. The document typically includes proposed terms, timelines, and any specifically binding provisions while maintaining overall flexibility. It's particularly valuable in complex transactions where parties need to establish clear communication and understanding before proceeding with detailed due diligence and final agreements. The template helps parties align their expectations while preserving their ability to negotiate and modify terms.

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

1. Opening Statement: Date, parties' details, and clear statement of non-binding nature

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

3. Key Terms: Principal commercial terms being considered

4. Timeline: Proposed schedule for negotiations and completion

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

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

1. Exclusivity: Period during which parties agree not to negotiate with others (if required)

2. Confidentiality: Terms regarding protection of confidential information (if not covered by separate NDA)

3. Cost Allocation: How transaction costs will be handled (if relevant)

4. Due Diligence: Framework for information sharing and verification (for complex transactions)

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

1. Term Sheet: Detailed breakdown of key commercial terms being considered

2. Timeline Schedule: Detailed timeline of key milestones and deadlines

3. Contact Details: Key personnel and their contact information for both parties

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

Document Type

Letter of Intent

Cost

Free to use
Relevant legal definitions
















Clauses
















Industries

Contract Law Fundamentals: Common law principles governing contract formation including key elements: offer, acceptance, consideration, and intention to be bound

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

Unfair Contract Terms Act 1977: Legislation regulating unfair terms in contracts and limiting the extent to which liability can be excluded or restricted

Companies Act 2006: Primary legislation governing company operations in the UK, relevant when parties to the LOI are corporate entities

Subject to Contract Doctrine: Legal principle indicating that negotiations and preliminary agreements are not intended to be legally binding until a formal contract is executed

Confidentiality Principles: Legal principles governing the protection and non-disclosure of sensitive information shared during negotiations

RTS Flexible Systems Case Law: Key case law (RTS Flexible Systems Ltd v Molkerei Alois Müller GmbH [2010]) establishing when preliminary agreements become binding

Walford v Miles Case Law: Significant case law [1992] regarding the enforceability of agreements to negotiate and good faith obligations

UK GDPR and Data Protection Act 2018: Data protection legislation that may apply if personal data is processed or shared as part of the LOI

Industry-Specific Regulations: Additional sector-specific regulations that may apply depending on the nature of the business or transaction

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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