Formal letter of intent sample for Software License

Sender’s Company
Name ad Surname of the sender
Street Name and Number
Postcode and City


Company name of the Receipant
Name of the Department
Name and Surname of the recipient
Street Name and Number
Postcode and City

RE: Letter of Intent for Software license

Dear [Name of Recipient]:

Following our discussions in regard Software License, we are entering into this Letter of Intent to negotiate, in good faith, for a software license purchasing agreement under which [Legal entity selling License] shall provide software licenses to our Company on the following terms and conditions:

[Seller’s Company name] will license its intellectual property rights for [Name of the Software] to [Company name of the buyer], including technical know-how. Hence, [Buyer’s company] shall not enjoy the right to sub-license such rights to third parties.

Software license is being sold under following financial conditions:

a. [Buyer’s company] shall pay ___ an upfront license fee of ____EUR in two installments, first one on the date of the execution of a license agreement, and second one in the next 30 days following the date of the first installment.
b. [Buyer’s company] will cover all potential patent expenses connected with licensing of above mentioned Software, including prosecution, and enforcement expenses, directly to the vendors.
c. The license will terminate upon the expiration date of the patent.

Prior to execution of the licensing agreement [Seller’s company] shall strive to thoroughly pursue prosecution of its current patent portfolio.
Closing of the transaction contemplated in this LOI is subject to:
a. the execution of a definitive license agreement satisfactory in form and substance to both Parties;
b. [Buyer’s company] and [Seller’s company] being satisfied with the business, legal and accounting due diligence investigations performed by their respective attorneys, accountants and other associates being engaged for the purpose of the execution of the agreement;
c. Receipt of necessary governmental or third party consents and approvals;
d. the absence of any material adverse change in the business, assets, financial condition, operating results, operations, prospects or customers, supplier and employee relations of the business;
e. The absence of any material proceedings whether pending or threatened; either being self declared by the Party, or identified upon investigation conducted by the other Party,
f. final approval by ___ and ___
[Buyer’s] and [Seller’s company] will bear their own expenses in connection with the review and execution of this LOI and the subsequent license agreement. If the costs connected with review and execution of this LOI are higher than envisaged in the moment of submission of this LOI, both Parties have the responsibility to inform other Party about this, in order to renegotiate Terms and Conditions connected to this LOI.
[Seller’s company] agrees and covenants that from the time of acceptance of this LOI until the day which is 30 days after such time, it or any of its agents will not commence, accept or discuss a possible sale, license or other disposition of all or any part of the rights in regard to this LOI with any other party in the area of the Netherlands.

This LOI may be extended by the written concurrence of both parties.

We look forward to working with you. Please do not hesitate to contact me at _____ should you have any questions.

Respectfully Yours,

(Sign here)

[Typed Name]
Company Name