Letter of Intent for Consulting Services Template

Letter of Intent for Consulting Services Template

[Client Legal Name]
[Street Address]
[City, State/Province, ZIP/Postal Code, Country]
Phone: [Client Phone Number]
Email: [Client Email Address]

[Date]

[Consultant Legal Name or Consulting Firm Name]
[Street Address]
[City, State/Province, ZIP/Postal Code, Country]

Re: Letter of Intent for Consulting Services – [Project / Engagement Name]

Dear [Consultant Contact Name or “Sir/Madam”],

This Letter of Intent (“LOI”) sets forth certain preliminary terms and conditions under which [Client Legal Name] (“Client”) and [Consultant Legal Name] (“Consultant,” and together with Client, the “Parties”) propose to enter into a consulting services engagement as described below (the “Engagement”). Except as expressly stated in Section 10 (Binding and Non-Binding Provisions), this LOI is intended as a non-binding outline of key business terms and a basis for preparing a definitive consulting services agreement and/or statement of work (the “Definitive Agreement”).

1. Parties and Purpose

1.1 Client
Legal Name: [Client Legal Name]
Entity Type: [Corporation / LLC / Partnership / Individual / Other]
Jurisdiction of Organization or Residence: [Jurisdiction]
Principal Address: [Client Address]

1.2 Consultant
Legal Name: [Consultant Legal Name or Firm Name]
Entity Type: [Corporation / LLC / Sole Proprietorship / Other]
Jurisdiction of Organization or Residence: [Jurisdiction]
Principal Address: [Consultant Address]

1.3 Purpose of Engagement
The Parties intend that Consultant will provide consulting services to Client in relation to:

Project / Engagement Description: [High-level description of the project, business area, or objectives]

2. Proposed Scope of Consulting Services

The consulting services are expected to include, at a high level:

• [Service Area 1]

• [Service Area 2]

• [Service Area 3]

The Parties may also agree on specific deliverables such as:

• [Deliverable 1]

• [Deliverable 2]

• [Deliverable 3]

The detailed scope of work, deliverables, milestones, and acceptance criteria will be described in the Definitive Agreement and/or a detailed statement of work.

3. Fees, Expenses, and Invoicing

3.1 Fee Structure
The Parties anticipate one or more of the following fee structures (to be finalized in the Definitive Agreement):

• Hourly or daily rates: [Rates and applicable roles or categories]

• Fixed or project-based fees: [Project fee or range]

• Retainer or monthly fees: [Retainer or monthly amount]

3.2 Expenses
Consultant will be reimbursed for pre-approved, reasonable out-of-pocket expenses incurred in performing the Engagement, including:

• [Categories of reimbursable expenses]

3.3 Invoicing and Payment Terms
Indicative payment terms:

• Invoicing Frequency: [Weekly / Monthly / Upon milestones / Other]

• Payment Terms: [Number] days from invoice date

• Currency: [Currency for invoicing and payment]

Final fee, expense, and payment terms will be set out in the Definitive Agreement.

4. Term, Schedule, and Termination (Indicative)

4.1 Anticipated Term
The Engagement is expected to commence on or about:

Start Date: [Date]

The initial term of the Engagement is expected to extend through:

End Date: [Date] or [Description of completion trigger]

4.2 Schedule and Milestones
The Parties may agree to target milestones such as:

• Milestone 1: [Description and target date]

• Milestone 2: [Description and target date]

• Milestone 3: [Description and target date]

4.3 Early Termination (To Be Detailed in Definitive Agreement)
The Definitive Agreement is expected to include provisions allowing either Party to terminate the Engagement subject to notice periods and any fees or obligations that survive termination.

5. Information Sharing and Confidentiality

The Parties anticipate that Consultant may receive access to confidential or proprietary information of Client and, in some cases, Client may receive confidential information of Consultant.

• Each Party will treat the other Party’s non-public information as confidential;

• Confidential information will be used only for purposes of the Engagement;

• Disclosure will be limited to personnel and advisors who need to know and are under confidentiality obligations at least as protective as those in this LOI.

If the Parties have previously executed a separate confidentiality or non-disclosure agreement, that agreement will continue to govern confidential information. If no such agreement exists, the Definitive Agreement is expected to include confidentiality provisions consistent with this Section 5.

6. Intellectual Property and Work Product

The Parties expect to address ownership and usage rights of work product in the Definitive Agreement. Indicative expectations are:

• Pre-existing intellectual property of each Party will remain that Party’s property;

• Ownership of new work product, reports, analyses, software, or other deliverables created during the Engagement will be addressed in the Definitive Agreement, including any license rights retained by Consultant or granted to Client.

7. Independent Contractor Status

Consultant is expected to perform the consulting services as an independent contractor, not as an employee, agent, or partner of Client. The Definitive Agreement is expected to clarify that:

• Consultant is responsible for its own taxes and benefits;

• Consultant retains control over the manner and means of performing the services, subject to agreed scope and timelines;

• Nothing in the Engagement creates a partnership, joint venture, or employment relationship.

8. Non-Solicitation and Non-Competition (If Desired)

If the Parties agree, the Definitive Agreement may include:

• Non-solicitation of employees or contractors for a specified period;

• Non-solicitation of certain customers or clients;

• Limited non-competition provisions appropriate to the Engagement and applicable law.

Any such restrictions will be set out, if at all, in the Definitive Agreement, including scope, duration, and geographic or business limitations.

9. Limitation of Liability and Insurance (Summary)

The Definitive Agreement is expected to include provisions relating to:

• Limitation of Consultant’s liability, potentially including caps on damages and exclusion of certain types of damages, to the extent permitted by law;

• Disclaimer of warranties to the extent permitted by law;

• Consultant’s insurance coverage (such as professional liability, general liability, or other relevant coverage), as appropriate for the Engagement.

10. Binding and Non-Binding Provisions

10.1 Non-Binding Business Terms
Except as expressly stated in Section 10.2, this LOI is a non-binding expression of the Parties’ current intentions. It does not create an obligation for either Party to:

• Enter into the Definitive Agreement;

• Proceed with the Engagement; or

• Complete any transaction or services described in this LOI.

All commercial and operational terms summarized above are subject to further negotiation and to the execution of the Definitive Agreement.

10.2 Binding Provisions
The Parties intend that the following provisions of this LOI will be legally binding once this LOI is signed and delivered by both Parties:

• Section 5 (Information Sharing and Confidentiality), to the extent not superseded by a separate confidentiality agreement;

• Section 7 (Independent Contractor Status), to the extent relied upon before the Definitive Agreement is signed;

• This Section 10.2 (Binding Provisions);

• Section 11 (Governing Law and Dispute Resolution); and

• Any additional clauses expressly identified here as binding: [Additional binding clauses, if any].

All other provisions of this LOI are intended only as statements of current intent and may be modified, supplemented, or omitted in the Definitive Agreement.

11. Governing Law and Dispute Resolution

Governing Law: [State/Province, Country]

Any dispute arising out of or relating to the binding provisions of this LOI will be resolved in:

Dispute Resolution Forum: [Court or Arbitration Forum and Location]

12. Expiration and Next Steps

12.1 Expiration
If this LOI is not signed by both Parties on or before:

Expiration Date: [Expiration Date]

it will be of no further force or effect unless extended or renewed in writing signed by both Parties.

12.2 Next Steps
If this LOI is signed, the Parties expect to:

• Complete any remaining due diligence;

• Prepare and negotiate the Definitive Agreement;

• Finalize and execute the Definitive Agreement by [Target Date].

13. Signatures

If the terms of this LOI are acceptable as a basis for preparing the Definitive Agreement, please sign below to indicate your agreement to the binding provisions in Sections 5, 7, 10, and 11 and your agreement in principle to the non-binding business terms described above.

Client

[Client Legal Name]

By: _______________________________
Name: [Authorized Signatory Name]
Title: [Title]
Date: [Date]

Consultant

[Consultant Legal Name or Firm Name]

By: _______________________________
Name: [Authorized Signatory Name]
Title: [Title]
Date: [Date]