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Non Binding Letter of Intent

Date Name Address Address 2 City, State Zip Code Attn: ___________________, CEO Dear _____________: The purpose of this letter is to set forth certain general concepts concerning the ____________ by ______________ company ______________________________ located at ______________________________________________________, (the Company) This letter is divided into two parts and it is we expressly understood and agreed that not portion of Part I of this letter is to be considered legally binding on either party hereto in any manner whatsoever; nor shall the provisions of Part I of this letter constitute any form or representation or warranty from one party to the other. The provisions of Part II of this letter, However, are meant to be legally binding on both parties. In the balance of this letter, you are referred to as __________________, and the undersigned is referred to as _____________ has been informed by your company, the ______________(XYZ), which is a ________________, that you are a provider of ______________________________ products/services. In consideration of the above, our company is providing __________ with this Non Binding Letter of Intent representing our intent to proceed with further discussions and possible negotiations concerning establishing a contractual relationship. This letter does not in any way obligate our company or ____________ to enter into any agreement nor does this letter represent an offer of either party to the other. The sole intent of this letter is to express our mutual intent to enter further discussions as we both see the possibility of establishing a mutually beneficial relationship. As indicated above, none of the provisions of this letter is intended to be legally binding upon any party, such portion of this letter constituting a non-contractual and non-legally binding letter of intent entered into solely for the purpose of reflecting the intentions of the _________ and ___________ to attempt to negotiate with each other and to, secure initial agreements concerning the preparation and execution of a mutually acceptable legal document as part of the contemplated transaction referred to in the title to this letter and execution and delivery of such document shall be a condition precedent to an y obligation of ___________ and ________________ with respect to the transaction. It is further agreed that either party may terminate negotiations to the other party at any time without thereafter incurring any further obligations to the other party if any. Upon such termination, either party shall immediately return all materials and documents in its possession which was provided by the other party to such other party. During the period of our discussions, we mutually agree to stand still and not encumber our ability to move forward and establish a business relationship with regard to the

subject matter hereof. Once notice is provided by either of us to the other that discussions are terminated, our commitment to stand still shall cease effective immediately. If the above reflects your understanding of the initial concepts pertaining to ________________ please sign below evidencing such understanding. Sincerely,

____________________________ Title: Accepted by ____________: ____________________________ Title:

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