Letter of Intent (LOI) for Partnership

LETTER OF INTENT FOR PARTNERSHIP

Date: [DATE]

From:
[YOUR COMPANY NAME]
[ADDRESS]
[CITY, STATE, ZIP]
Attn: [YOUR NAME], [YOUR TITLE]

To:
[PARTNER COMPANY NAME]
[ADDRESS]
[CITY, STATE, ZIP]
Attn: [PARTNER CONTACT NAME], [PARTNER CONTACT TITLE]

RE: Letter of Intent — [RESELLER/REFERRAL/TECHNOLOGY/STRATEGIC] Partnership

Dear [PARTNER CONTACT NAME],

This Letter of Intent ("LOI") outlines the proposed terms for a partnership between [YOUR COMPANY NAME] ("Company") and [PARTNER COMPANY NAME] ("Partner"). This LOI expresses our mutual interest in establishing a formal partnership and serves as a framework for negotiating a definitive agreement.

1. PARTNERSHIP OVERVIEW

1.1 Company develops and markets [PRODUCT/SERVICE DESCRIPTION].

1.2 Partner [BRIEF DESCRIPTION OF PARTNER'S BUSINESS AND RELEVANT CAPABILITIES].

1.3 Proposed Partnership Type:
   [CHECK ONE OR MORE]
   □ Reseller Partnership — Partner purchases and resells Company's products
   □ Referral Partnership — Partner refers qualified leads for commission
   □ Technology Partnership — Integration between Company and Partner products
   □ Strategic/Co-Sell Partnership — Joint go-to-market with shared customers
   □ Design Partnership — Partner provides product feedback in exchange for early access
   □ White-Label Partnership — Partner rebrands and sells Company's product

2. PROPOSED KEY TERMS

2.1 Territory/Market: [GEOGRAPHIC REGION OR MARKET SEGMENT]

2.2 Products Included: [LIST OF PRODUCTS OR SERVICES]

2.3 Proposed Commercial Terms:
   [FOR RESELLER]
   - Wholesale discount: [XX%] off list price
   - Minimum annual commitment: [$AMOUNT]
   - Payment terms: [Net 30/60]

   [FOR REFERRAL]
   - Referral commission: [XX%] of first-year ACV
   - Renewal commission: [XX%] for years [2-3]
   - Payment upon: [Customer payment/Contract signing]

   [FOR TECHNOLOGY]
   - Integration scope: [API/NATIVE/EMBEDDED]
   - Revenue share: [XX%] of joint revenue
   - Development costs: [SHARED/COMPANY/PARTNER]

2.4 Exclusivity:
   [OPTION A] Non-exclusive — both parties may pursue similar partnerships.
   [OPTION B] Exclusive for [TERRITORY/MARKET] for an initial period of [DURATION], contingent on meeting performance targets.

2.5 Initial Term: [1/2/3] year(s), with renewal options.

3. MUTUAL EXPECTATIONS

3.1 Company shall:
   - Provide product training and sales enablement materials
   - Designate a partner manager as primary point of contact
   - Offer [marketing/technical/sales] support
   - Provide access to partner portal and deal registration system

3.2 Partner shall:
   - Allocate [NUMBER] dedicated resources to the partnership
   - Complete product certification within [TIMEFRAME]
   - Achieve initial revenue target of [$AMOUNT] within [TIMEFRAME]
   - Participate in joint marketing activities

4. DUE DILIGENCE AND TIMELINE

4.1 Proposed Timeline:
   - LOI Execution: [DATE]
   - Due Diligence Period: [DATE] to [DATE] ([30] days)
   - Formal Agreement Draft: [DATE]
   - Target Agreement Execution: [DATE]
   - Partnership Launch: [DATE]

4.2 During Due Diligence, the parties shall:
   - Share relevant business and financial information
   - Conduct technical evaluation (if applicable)
   - Align on go-to-market strategy
   - Finalize commercial terms

5. NON-BINDING NATURE

5.1 This LOI is an expression of mutual interest and is NOT a binding agreement, except for the provisions in Sections 6, 7, and 8 below.

5.2 Neither party is obligated to enter into a definitive agreement. Either party may discontinue discussions at any time without liability.

5.3 A binding partnership shall only exist upon execution of a formal, definitive agreement by authorized representatives of both parties.

6. CONFIDENTIALITY (BINDING)

6.1 This section IS legally binding. Each party agrees to:
   a) Keep the terms of this LOI and all discussions confidential
   b) Not disclose to third parties without prior written consent
   c) Use shared information only for evaluating the proposed partnership
   d) Return or destroy confidential materials if discussions end

6.2 This confidentiality obligation survives for [2] years regardless of whether a formal agreement is executed.

7. EXCLUSIVITY PERIOD (BINDING — OPTIONAL)

[INCLUDE IF APPLICABLE]
7.1 This section IS legally binding. For a period of [30/60/90] days from LOI execution ("Exclusivity Period"), neither party shall:
   a) Enter into a similar partnership agreement with a direct competitor
   b) Solicit or negotiate similar terms with competing parties
   c) This exclusivity applies only to [SPECIFIC MARKET/TERRITORY]

7.2 Exclusivity expires automatically at the end of the Exclusivity Period or upon execution of a formal agreement, whichever comes first.

8. GOVERNING LAW (BINDING)

8.1 This section IS legally binding. This LOI shall be governed by the laws of [STATE], without regard to conflict of law principles.

8.2 Any disputes shall be resolved through good-faith negotiation, followed by mediation if necessary.

9. EXPENSES

9.1 Each party shall bear its own costs and expenses in connection with this LOI and the negotiation of a definitive agreement.

10. COUNTERPARTS

10.1 This LOI may be executed in counterparts, each of which is deemed an original, and may be delivered by email or electronic signature.

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We are excited about the potential for this partnership and look forward to working together.

COMPANY:                               PARTNER:
[YOUR COMPANY NAME]                    [PARTNER COMPANY NAME]

By: _________________________          By: _________________________
Name: [YOUR NAME]                      Name: [PARTNER NAME]
Title: [YOUR TITLE]                    Title: [PARTNER TITLE]
Date:                                  Date:

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SCHEDULE A: PROPOSED PRODUCT LIST
[Products and services to be included in the partnership]

SCHEDULE B: PROPOSED PRICING
[Draft pricing or discount structure]

SCHEDULE C: GO-TO-MARKET PLAN
[High-level joint marketing and sales plan]