A Letter of Intent (LOI) is a letter which frames the major points of a deal to be entered into by two or more parties, often in the context of a merger or acquisition. An LOI is often largely nonbinding, meaning the parties would not attempt to enforce the material terms of any proposed deal based on the letter alone. Certain parts of an LOI may be binding on the parties while the parties are in negotiations, particularly with respect to confidentiality and exclusivity.

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