Letter of intent
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LETTER OF INTENT
BETWEEN
Company name: THE ISSUER
AND
Recipient name: THE RECIPIENT
LETTER OF INTENT
Date: Date of issuance
Place: Place of issuance
To,
Recipient name
Recipient address
Subject: Letter of Intent for Subject matter of intent
Dear Sir/Madam,
1.We, Company name, a company incorporated under the Companies Act, 2013, having its registered office at Registered office address, bearing Corporate Identity Number Corporate identity number, are pleased to issue this Letter of Intent ("LOI") in favour of you, Recipient name, having your registered/principal address at Recipient address ("Recipient"), for the purpose set out hereinbelow.
2.This LOI is issued in furtherance of the discussions between the parties regarding the proposed Nature of transaction, on the terms and conditions hereinafter contained.
3.Scope of Intent. The Issuer intends to enter into a definitive agreement with the Recipient for Description of scope, upon the terms set out in this LOI and such other terms as may be mutually agreed.
4.Commercial Terms. The key commercial terms under contemplation are:
| Sr. No. | Term | Description |
|---|---|---|
| (a) | Value of transaction | INR Transaction value (Rupees Transaction value in words) |
| (b) | Payment terms | Payment terms |
| (c) | Timeline for completion | Timeline for completion |
| (d) | Place of performance | Place of performance |
| (e) | Other terms | Other commercial terms |
5.Taxes. The transaction value indicated above is exclusive of Goods and Services Tax ("GST") and other applicable taxes, duties and levies, which shall be borne by Party bearing taxes in accordance with the Central Goods and Services Tax Act, 2017 and the applicable State GST laws, and the applicable stamp duty shall be borne by Party bearing stamp duty.
6.Conditions Precedent. Entry into the definitive agreement shall be subject to satisfaction of the following conditions precedent:
•(a) satisfactory completion of due diligence of Entity for due diligence to the satisfaction of Party conducting due diligence;
•(b) receipt of all necessary approvals, consents and sanctions, including approvals of the board of directors of Entities requiring board approvals and, where applicable, of Regulatory approvals required;
•(c) execution of the definitive agreement, namely Type of definitive agreement, by both parties; and
•(d) Other conditions precedent.
7.Binding Nature. This LOI is not intended to create, and does not create, any legally binding obligation on either party to enter into the definitive agreement, except in respect of the following clauses, which are expressly binding: clause 9 (Confidentiality), clause 10 (Exclusivity), clause 12 (Governing Law and Dispute Resolution), clause 13 (Costs and Expenses), and clause 15 (Miscellaneous).
8.Non-binding subject to contract. No party shall be deemed to have accepted any obligation to proceed with the transaction, and no obligation shall arise until the definitive agreement has been executed by both parties. Nothing in this LOI shall be construed as conferring any right enforceable under Section 9 or otherwise of the Specific Relief Act, 1963 to compel execution of the definitive agreement.
9.Confidentiality. Each party shall keep confidential all information received from the other party in connection with the proposed transaction, and shall use such information solely for the purpose of evaluating and negotiating the transaction. This obligation shall survive the expiry or termination of this LOI for a period of Confidentiality survival period.
10.Exclusivity. For a period of Exclusivity period from the date of this LOI, the Party bound by exclusivity shall not, directly or indirectly, solicit, negotiate with or enter into any arrangement with any third party in respect of a transaction similar to the transaction contemplated herein, without the prior written consent of the other party.
11.Validity. This LOI shall remain valid until Validity period of LOI from the date of issuance, unless extended in writing by mutual consent or terminated earlier by either party by giving Termination notice period prior written notice to the other party.
12.Governing Law and Dispute Resolution. This LOI shall be governed by and construed in accordance with the laws of India. Any dispute arising out of or in connection with this LOI shall first be sought to be resolved amicably through negotiation; failing resolution within Negotiation period for disputes of the dispute being notified, the dispute shall be referred to arbitration under the Arbitration and Conciliation Act, 1996, by a sole arbitrator mutually appointed by the parties. The seat and venue of arbitration shall be Seat of arbitration, and the language of arbitration shall be English. Subject to the foregoing, the courts at Courts with exclusive jurisdiction shall have exclusive jurisdiction.
13.Costs and Expenses. Each party shall bear its own costs and expenses incurred in connection with this LOI and the negotiations, save as otherwise agreed in writing.
14.No partnership or agency. Nothing in this LOI shall constitute or be deemed to constitute a partnership, joint venture or agency between the parties within the meaning of the Indian Contract Act, 1872.
15.Miscellaneous.
•(a) This LOI supersedes all prior discussions, understandings and communications between the parties in relation to its subject matter, save for any binding agreements expressly referred to herein.
•(b) Any modification of this LOI shall be valid only if in writing and signed by authorised representatives of both parties.
•(c) Any notice under this LOI shall be in writing and delivered to the addresses set out above by registered post with acknowledgment due, email or courier, and shall be deemed served upon delivery.
•(d) Neither party shall assign this LOI without the prior written consent of the other party.
•(e) If any provision of this LOI is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.
16.This LOI is issued in two counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. Acceptance of this LOI may be signified by signature on the copy hereof and its return to the Issuer.
We look forward to the satisfactory conclusion of the proposed transaction.
Yours faithfully,
For and on behalf of Company name
Authorised signatory name
Authorised signatory designation
ACCEPTED AND AGREED
For and on behalf of Recipient name
Recipient signatory name
Recipient signatory designation
Date of acceptance: Date of acceptance
Place of acceptance: Place of acceptance
WITNESSES:
1. First witness nameSignature:
2. Second witness nameSignature: