Letter of Intent for Partnership Template: Roles & Terms Guide

Letter of Intent for Partnership Template

[Partner A Letterhead or Partner A Name and Address]

[Date]

[Partner B Name]
[Partner B Address Line 1]
[Partner B Address Line 2]
[City, State/Province, ZIP/Postal Code, Country]

Re: Letter of Intent Regarding Proposed Partnership Between [Partner A Name] and [Partner B Name]

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

This Letter of Intent (“LOI”) sets forth certain preliminary terms and conditions under which [Partner A Legal Name], a [Jurisdiction] [entity type] (“Partner A”), and [Partner B Legal Name], a [Jurisdiction] [entity type] (“Partner B,” and together with Partner A, the “Parties”) propose to explore and establish a business partnership (the “Partnership”) as described below.

Except as expressly stated in Section 10 (Binding and Non-Binding Provisions), this LOI is intended as a non-binding framework for further discussion and negotiation rather than a definitive agreement to form or continue the Partnership.

1. Parties and Partnership Purpose

1.1 Partner A Details
Legal Name: [Partner A Legal Name]
Entity Type: [Corporation / LLC / Partnership / Other]
Jurisdiction of Organization: [Jurisdiction]
Principal Address: [Partner A Address]

1.2 Partner B Details
Legal Name: [Partner B Legal Name]
Entity Type: [Corporation / LLC / Partnership / Other]
Jurisdiction of Organization: [Jurisdiction]
Principal Address: [Partner B Address]

1.3 Purpose of the Partnership
The overall purpose of the Partnership is to [brief description of purpose, e.g., “jointly develop, market, and distribute [products/services] in [territory],” “collaborate on technology integration,” “offer bundled solutions to shared customers,” etc.].

The Parties intend to cooperate in good faith to achieve this purpose and to prepare a definitive partnership or collaboration agreement (the “Definitive Agreement”).

2. Scope of Partnership Activities

2.1 Activities.
Subject to the Definitive Agreement, the Partnership is expected to include some or all of the following activities:

• [Activity 1, e.g., joint development of products or services];

• [Activity 2, e.g., co-branding and co-marketing initiatives];

• [Activity 3, e.g., joint sales efforts and lead sharing];

• [Activity 4, e.g., integration of technology or platforms];

• Other activities as may be agreed in writing by the Parties.

2.2 Territory.
The Partnership is initially expected to cover the following territory: [City / State / Country / Region / “Worldwide”]. The Parties may later agree in writing to expand or narrow the territory.

2.3 Customers and Market Segments.
The Partnership will focus on the following types of customers or market segments: [e.g., small businesses in [industry], enterprise customers, public sector, specific verticals].

3. Roles and Responsibilities

3.1 Partner A Responsibilities.
Partner A is expected to be primarily responsible for:

• [Example: product development, technology platform, or manufacturing];

• [Example: providing training, technical support, or implementation support];

• [Example: supplying marketing materials or product documentation];

• Any other responsibilities agreed by the Parties.

3.2 Partner B Responsibilities.
Partner B is expected to be primarily responsible for:

• [Example: sales and business development in defined territories];

• [Example: customer support, account management, or local implementation];

• [Example: running local marketing campaigns or events];

• Any other responsibilities agreed by the Parties.

3.3 Shared Responsibilities.
The Parties may share responsibility for certain activities, including:

• Joint marketing and branding initiatives;

• Joint planning, forecasting, and reporting;

• Coordinating major customer opportunities;

• Other shared responsibilities as set out in the Definitive Agreement.

4. Contributions and Financial Terms (Indicative)

4.1 Non-Cash Contributions.
Each Party may contribute non-cash resources to the Partnership, such as:

• Personnel time and expertise;

• Intellectual property, know-how, or software licenses;

• Access to facilities, equipment, or technology;

• Access to customer or partner networks.

4.2 Capital Contributions (If Any).
If the Parties decide that direct financial contributions are required (for example, to fund marketing or joint development), the expected contributions will be:

• Partner A: [Currency and Amount or percentage];

• Partner B: [Currency and Amount or percentage].

4.3 Revenue Sharing / Payment Structure.
Subject to negotiation of the Definitive Agreement, the Parties anticipate the following general approach:

• Revenue generated from Partnership activities will be allocated as follows: [e.g., “Partner A []% / Partner B []% after agreed costs”]; or

• Partner A will pay Partner B [Currency and Amount or Percentage]% for [type of referral, sales, or services]; or

• Another agreed commercial structure: [Description].

4.4 Costs and Expenses.
Unless otherwise agreed in writing:

• Each Party will bear its own internal costs related to the Partnership;

• Joint external costs (for example, specified marketing campaigns) will be shared as follows: [Cost-sharing formula or percentages].

5. Governance and Decision-Making

5.1 Steering Committee or Governance Group.
The Parties anticipate forming a joint governance group (the “Steering Committee”) composed of representatives from each Party to oversee the Partnership.

• Number of representatives from Partner A: [Number];

• Number of representatives from Partner B: [Number].

5.2 Meetings.
The Steering Committee is expected to meet [frequency, e.g., “monthly,” “quarterly”] (in person or virtually) to review performance, approve key plans, and address significant issues.

5.3 Decision-Making.
Key Partnership decisions (such as budget approvals, territory changes, new product launches under the Partnership) will generally require the consent of representatives from both Parties, under procedures to be set forth in the Definitive Agreement.

6. Term and Termination (Indicative)

6.1 Initial Term.
Subject to the Definitive Agreement, the initial term of the Partnership is expected to be [Number] years from the effective date of the Definitive Agreement, unless earlier terminated according to its terms.

6.2 Renewal.
The Parties may agree to renew the Partnership for additional periods upon mutual written agreement.

6.3 Early Termination.
The Definitive Agreement will include provisions that may allow either Party to terminate the Partnership, for example:

• For convenience upon [Number] days’ written notice after an initial commitment period;

• For material breach by the other Party, if not cured within a specified period;

• For insolvency, regulatory changes, or other specified events.

7. Confidentiality and Intellectual Property

7.1 Confidentiality.
The Parties acknowledge that they may exchange confidential information in connection with this LOI and the Partnership.

• If the Parties have already entered into a separate confidentiality or non-disclosure agreement (“NDA”), that NDA will apply to all information exchanged.

• If no NDA exists, the Parties agree to keep non-public information confidential, use it only for evaluating and implementing the Partnership, and disclose it only to personnel and advisors who have a need to know and are bound by confidentiality obligations at least as protective.

7.2 Intellectual Property Ownership.
Unless otherwise agreed in the Definitive Agreement:

• Each Party will retain ownership of its pre-existing intellectual property and know-how;

• Any jointly developed intellectual property or deliverables will be treated according to an ownership and licensing structure to be negotiated in the Definitive Agreement (for example, joint ownership or cross-licenses).

8. Exclusivity / Non-Solicitation (Optional)

8.1 Exclusivity (If Applicable).
If the Parties agree to exclusivity, it is expected to be limited as follows:

• Scope: [e.g., specific products or services, customer segments, or territory];

• Duration: [Number] months from the effective date of the Definitive Agreement;

• Details: To be specified in the Definitive Agreement.

If no exclusivity is intended, the Parties may explicitly state that each remains free to engage in similar partnerships with third parties, subject to any agreed limitations.

8.2 Non-Solicitation (If Applicable).
The Parties may agree that, during the Partnership and for a specified period after its termination, neither Party will actively solicit certain key employees of the other Party without consent, subject to exceptions to be agreed in the Definitive Agreement.

9. Timeline and Next Steps

9.1 Indicative Timeline.
Subject to further discussions, the Parties currently anticipate the following non-binding timeline:

• Execution of this LOI: on or about [Date];

• Completion of any required due diligence: by [Date];

• Drafting and negotiation of the Definitive Agreement: by [Date];

• Target effective date of Partnership: on or about [Date].

9.2 Preparation of Definitive Agreement.
The Parties will work in good faith to negotiate and prepare a Definitive Agreement that captures the terms summarized in this LOI (with any modifications agreed during negotiations), along with customary legal provisions appropriate for a partnership or collaboration of this type.

10. Binding and Non-Binding Provisions

10.1 Non-Binding Business Terms.
The Parties acknowledge and agree that, except as expressly stated in Section 10.2 below, this LOI is intended to be non-binding with respect to the formation, continuation, or scope of the Partnership. The Parties are not legally obligated to proceed with the Partnership or to enter into a Definitive Agreement, and either Party may discontinue discussions at any time, subject to the Binding Provisions.

10.2 Binding Provisions.
The following provisions of this LOI are intended to be legally binding upon the Parties when signed and delivered:

• Section 7 (Confidentiality and Intellectual Property), to the extent it imposes confidentiality obligations and any explicitly agreed IP terms;

• Section 8 (Exclusivity / Non-Solicitation), if the Parties choose to include binding exclusivity or non-solicitation terms;

• Section 9.2 (Preparation of Definitive Agreement) only to the limited extent of agreeing to negotiate in good faith, if required by applicable law;

• Section 11 (Governing Law and Dispute Resolution);

• This Section 10.2 (Binding Provisions); and

• Any additional provisions the Parties expressly identify as binding here: [Additional binding clauses, if any].

All other sections and terms in this LOI are non-binding and are intended only as a basis for further discussion and negotiation.

11. Governing Law and Dispute Resolution

11.1 Governing Law.
This LOI (including the Binding Provisions) shall be governed by and construed in accordance with the laws of [State/Province, Country], without regard to its conflict-of-law rules.

11.2 Dispute Resolution.
Any dispute arising out of or relating to the Binding Provisions of this LOI shall be resolved by [court jurisdiction / arbitration forum] located in [City, State/Province, Country], unless the Parties later agree otherwise in the Definitive Agreement.

12. Expiration and Counterparts

12.1 Expiration.
If this LOI is not signed by both Parties on or before [Expiration Date], it shall be of no further force or effect, unless the Parties agree in writing to extend this deadline.

12.2 Counterparts and Electronic Signatures.
This LOI may be executed in counterparts, including by electronic or facsimile signature, each of which shall be deemed an original, and all of which together shall constitute one instrument. Electronic delivery of a signed counterpart shall be as effective as delivery of a manually signed original.

13. Signatures

If the terms of this LOI are acceptable, please sign below to indicate your agreement to the Binding Provisions and your agreement in principle to the non-binding business terms described above.

[Partner A Legal Name]

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

[Partner B Legal Name]

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