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A Letter of Intent/Memorandum of Understanding is commonly used in commercial transactions where parties wish to document their preliminary understanding and commitment before entering into detailed negotiations. This document type, governed by English and Welsh law, typically includes key commercial terms, timelines, and any binding obligations such as confidentiality or exclusivity. While predominantly non-binding, it serves as a crucial stepping stone towards a definitive agreement and helps maintain focus during complex negotiations.

1. Parties: Identification of all parties involved in the LOI/MOU, including full legal names and addresses

2. Background/Recitals: Context and history leading to the LOI/MOU, including parties' objectives and general intent

3. Definitions: Key terms used throughout the document and their specific meanings

4. Purpose and Scope: Clear statement of intention, objectives, and scope of the proposed transaction or relationship

5. Non-Binding Nature: Express declaration of which provisions are non-binding vs. binding (typically confidentiality, costs, and governing law are binding)

6. Proposed Transaction Structure: High-level overview of the contemplated transaction or relationship structure

7. Duration and Termination: Period of validity for the LOI/MOU and circumstances under which it may be terminated

8. Governing Law: Specification that the agreement is governed by the laws of England and Wales