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The Intent To Proceed Letter is a crucial document in Indian business transactions that bridges the gap between preliminary discussions and definitive agreements. It is commonly used when parties have reached a general understanding of key commercial terms but need time for due diligence, detailed negotiations, or regulatory approvals before executing binding agreements. The document typically includes essential terms, timelines, exclusivity periods, and confidentiality provisions, with most terms being non-binding except for specifically identified clauses. Under Indian law, while an ITP generally doesn't create a binding obligation to complete the transaction, it can create certain enforceable obligations and serve as evidence of parties' intentions in potential disputes. It's particularly valuable in complex transactions where parties need to demonstrate commitment while maintaining flexibility for detailed negotiations.

1. Letter Date and Address Block: Formal business letter heading including date, recipient's name, title, company and address

2. Subject Line: Clear identification of the proposed transaction or project

3. Introduction: Reference to previous discussions and purpose of the letter

4. Transaction Overview: Brief description of the proposed transaction or project

5. Key Commercial Terms: Essential business terms agreed in principle

6. Timeline: Proposed schedule for due diligence and definitive agreement

7. Exclusivity: Period during which parties agree to negotiate exclusively

8. Confidentiality: Reference to existing NDA or basic confidentiality terms

9. Non-Binding Nature: Clear statement about which provisions are binding/non-binding

10. Next Steps: Action items and responsibilities of each party

11. Signature Block: Space for signatures, including date and title of signatories