Letter of Intent
Letter of Intent
This Letter of Intent (the “Letter”) sets forth the mutual interest:
Regarding the potential purchase by the Buyer (the “Transaction”) of the following property owned
by the Seller (the “Property”) [INSERT PROPERTY DESCRIPTION].
This Letter outlines the terms and conditions to be included within the prospective definitive
purchase agreement (the “Purchase Agreement”) with such other representations, warranties,
conditions, covenants, indemnities and other terms that the parties may agree upon.
The parties hereby agree that their mutual interest herein is to bring about the Transaction. The
Parties warrant that they will negotiate the terms of the Purchase Agreement in good faith for the
period set forth below.
Purchase Price
1. [The purchase price for the Transaction is undisclosed at this time. The parties will agree the
purchase price upon completion of the relevant due diligence.] OR [ The purchase price for
the Transaction is $[INSERT PURCHASE PRICE] (the “Purchase Price”)]
2. [The Purchase Price will be payable by the Buyer to the Seller as follows:
a. $[INSERT AMOUNT] payable upon signing this Letter.
b. $[INSERT AMOUNT] payable upon signing the Purchase Agreement.
c. $[INSERT AMOUNT] payable upon the Buyer’s acceptance of the Property.]
Conditions
Confidentiality
4. The Seller shall not negotiate, directly or indirectly, with any other party regarding the sale
of the Property for [the duration that this Letter is effective] [and] [[INSERT DAYS] days after
the date of this Letter.]
5. Both parties shall not disclose the existence or content of this Letter, including any
information shared or obtained in accordance with this letter to any person, company or
other organisation whatsoever.
Termination
7. This Agreement and any dispute or claim arising out of or in connection with it or its subject
matter or formation (including non-contractual disputes or claims) shall be governed by and
construed in accordance with the law of [INSERT STATE]. Each party irrevocably agrees that
the courts of [INSERT STATE] have exclusive jurisdiction to settle any dispute or claim that
arises out of or in connection with this Agreement or its subject matter or formation
(including non-contractual disputes or claims).
Non-binding
8. The purpose of this Letter is to reflect the intention of the parties only. This Letter, nor is
acceptance, shall constitute as a creating any legal obligations on either party subject to
clauses 5, 6 and 7.
Miscellaneous
9. This Letter constitutes the entire Agreement between the parties and supersedes and
extinguishes all previous discussions, correspondence, negotiations, drafts, agreements,
promises, assurances, warranties, representations, arrangements, and understandings
between them, whether written or oral, relating to its subject matter.
10. No variation of this Letter shall be effective unless it is in writing and signed by or on behalf
of each party.
11. This Letter may be executed in counterparts, each of which shall be considered a duplicate
of the original and collectively will constitute the Letter.
12. Headings are used for reference purposes only and shall not affect the meaning,
construction or interpretation of any provision of this Letter.
13. [INSERT OTHER]
Signatures
14. If you accept the terms and conditions contained within this Letter, please sign, and return
this Letter to the Undersigned.
Kind Regards,