Loi (Letter of Intent)
A letter of intent or LOI is a document outlining an agreement between two or more parties before the agreement is finalized. The concept is similar to the so-called heads of agreement. Such agreements may be Asset Purchase Agreements, Share Purchase Agreements, Joint-Venture Agreements and overall all Agreements which aim at closing a financially large deal.
LOIs resemble written contracts, but are usually not binding on the parties in their entirety. Many LOIs, however, contain provisions that are binding, such as non-disclosure agreements, a covenant to negotiate in good faith, or a "stand-still" or "no-shop" provision promising exclusive rights to negotiate. An LOI may also be interpreted as binding the parties if it too closely resembles a formal contract.
The purposes of an LOI may be treated as: * to clarify the key points of a complex transaction for the convenience of the parties * to declare officially that the parties are currently negotiating, as in a merger or joint venture proposal * to provide safeguards in case a deal collapses during negotiation
An LOI may also be referred to as a memorandum of understanding (MOU), term sheet or discussion sheet. The different terms reflect different styles, but do not indicate any difference under law. A contract, in contrast, is a legal document governed by contract law.
There is however a specific difference between an LOI and MOU, whereby an LOI is the intent from one party to another and does not in this case have to be signed by both parties, whereas an MOU is an agreement between two or more parties, which should be signed by all parties to be valid.
[edit] Specific examples
See also: National Letter of Intent * Education. In the United States, Letters of Intent are frequently reached between high school senior athletes and colleges and universities, which then reserve athletic scholarships for the athletes upon graduation. * Academia. In academic settings Letters of Intent are part
LOIs resemble written contracts, but are usually not binding on the parties in their entirety. Many LOIs, however, contain provisions that are binding, such as non-disclosure agreements, a covenant to negotiate in good faith, or a "stand-still" or "no-shop" provision promising exclusive rights to negotiate. An LOI may also be interpreted as binding the parties if it too closely resembles a formal contract.
The purposes of an LOI may be treated as: * to clarify the key points of a complex transaction for the convenience of the parties * to declare officially that the parties are currently negotiating, as in a merger or joint venture proposal * to provide safeguards in case a deal collapses during negotiation
An LOI may also be referred to as a memorandum of understanding (MOU), term sheet or discussion sheet. The different terms reflect different styles, but do not indicate any difference under law. A contract, in contrast, is a legal document governed by contract law.
There is however a specific difference between an LOI and MOU, whereby an LOI is the intent from one party to another and does not in this case have to be signed by both parties, whereas an MOU is an agreement between two or more parties, which should be signed by all parties to be valid.
[edit] Specific examples
See also: National Letter of Intent * Education. In the United States, Letters of Intent are frequently reached between high school senior athletes and colleges and universities, which then reserve athletic scholarships for the athletes upon graduation. * Academia. In academic settings Letters of Intent are part