Instant & handshake
Letter of Intent / Term Sheet
A non-binding letter of intent setting out a proposed transaction and its key terms. If the parties choose, one clause binds: the first party will not negotiate the transaction with anyone else for a set number of days.
Recital
The words each party hears or reads before consenting. Bracketed names are the fields below.
I, [party_a], set out with [party_b] our present intent for this proposed transaction: [proposed_transaction].
The key terms we have in mind are: [key_terms].
These terms are a statement of intent only. Neither of us must negotiate further or close, and nothing commits either of us to the transaction until we both sign a definitive agreement.
Binding exclusivity: [exclusivity_binding]. If true, the exclusivity clause is the only binding part of this letter: for [exclusivity_days] days I will not negotiate the transaction with anyone other than [party_b]. If false, no part of this letter binds either of us.
Any dispute about the exclusivity clause is settled under the attached clauses.
I give this consent on [date].
The date is filled when consent is recorded; [date] is not one of the fields.
Fields
| Field | Label | Type | Limits |
|---|
party_a | Party granting exclusivity | Party | — |
party_b | Counterparty | Party | — |
proposed_transaction | The proposed transaction | Text | up to 280 characters |
key_terms | Key terms | Text | up to 1000 characters |
exclusivity_binding | Exclusivity is binding | Yes / no | — |
exclusivity_days | Exclusivity period (days) | Whole number | 1 to 180 |
Clauses
This clause applies only if [exclusivity_binding] is true; if it is false, this clause has no effect and no part of this letter binds either party. For [exclusivity_days] days from the date the last party consents, [party_a] will not, directly or through any affiliate, agent or adviser, solicit, encourage, negotiate or agree with any person other than [party_b] about [proposed_transaction], or about any transaction that would prevent it, and will promptly tell [party_b] that it has received any such approach. The period ends early if [party_b] gives written notice that it no longer intends to pursue the proposed transaction. This clause, together with the governing law and arbitration clauses as they apply to it, is the only part of this letter that binds the parties. Every other term, including [key_terms], is a statement of present intent only: it creates no duty to negotiate, to negotiate in good faith or to close, and either party may end discussions at any time without liability, except for a breach of this clause.
This agreement is governed by the law of the jurisdiction selected for it when the parties consent, chosen from the jurisdictions listed for this template, without regard to that jurisdiction's conflict-of-laws rules. Where the selected jurisdiction is the United Arab Emirates, the governing law is the law of the Dubai International Financial Centre (DIFC). If no jurisdiction is selected, the law of the State of Wyoming applies.
Any dispute arising out of or relating to this agreement, including its formation, is finally resolved by confidential arbitration before a single arbitrator, seated in the jurisdiction whose law governs this agreement; where the selected jurisdiction is the United Arab Emirates, the seat is the Dubai International Financial Centre (DIFC). The arbitration follows rules the parties agree in writing or, failing agreement within 30 days of a written notice of dispute, the UNCITRAL Arbitration Rules. The language of the arbitration is English. Judgment on the award may be entered in any court with jurisdiction. Either party may ask a court for urgent interim relief to protect confidential information or preserve the status quo pending the arbitration.
Jurisdiction notes
The regime notes from the Legal-X jurisdiction dossiers, for each jurisdiction this template is written for.
Wyoming USWYDigital-asset property & DAO entitiesState law cannot override federal securities or banking law.
Delaware & Federal USDECorporate law + federal securitiesSecurities status turns on the facts of each offering — the ledger does not change it.
New York USNYCommercial law + DFS supervisionDoing virtual-currency business with New York residents needs a licence.
United Kingdom GBCommon-law property recognitionProperty status is settled; regulated activity is still FCA territory.
UAE — DIFC / ADGM / VARA AEDedicated digital-asset statutesFree-zone law and onshore UAE law are different systems — pick the zone deliberately.
Singapore SGSecurities framework + MAS pilotsProject Guardian is an industry pilot, not a licence.
