Letter of intent (data licence)
[Party] and [Party]
This template is not legal advice. It is a plain-English starting point; have a lawyer review it for your deal and your jurisdiction before anyone signs.
1. What this letter is
This letter records the main terms on which [Buyer] (the "Buyer") proposes to license data from [Seller] (the "Seller"). Except for the clauses listed in clause 10, it is a statement of intent only. It is not a contract to license the data, and neither party is bound to complete the deal unless and until both sign a definitive agreement.
2. The data
The data covered is: [The data] (the "Data"). The Seller will provide a written description of the fields, the sources and collection methods, the update schedule, and any personal data the Data contains before the diligence period ends.
3. The licence proposed
The Seller would grant the Buyer a non-exclusive, non-transferable licence to use the Data for internal analytics and the development of the Buyer's own products, for two years from the start date in the definitive agreement. The Buyer would not resell, sublicense or publish the Data, or use it to identify individuals, unless the definitive agreement says otherwise. The Seller keeps ownership of the Data.
4. Price and payment
The proposed licence fee is [Price], payable as follows: 50% on signing the definitive agreement and 50% on acceptance of the first full delivery. Fees exclude taxes. The price assumes the Data matches the description in clause 2 and the samples reviewed in diligence.
5. Diligence
For 30 days after both parties sign this letter, the Seller will give the Buyer reasonable access to samples, documentation, and answers about where the Data came from, the Seller's right to license it, and how it complies with privacy and other laws that apply. The Buyer may end discussions at any time if it is not satisfied.
6. Definitive agreement
The parties will negotiate in good faith toward a definitive licence agreement and aim to sign it by [Target signing date]. It would contain the terms above and the usual terms for a licence of this kind, including delivery and acceptance, warranties about the Seller's rights and the Data's lawful collection, security, limits of liability, and what happens to the Data when the licence ends.
7. Exclusive negotiation
For 45 days after both parties sign this letter, the Seller will not offer, negotiate or agree a licence of the Data, or of a substantially similar dataset, with anyone else for the same permitted use. This clause is binding.
8. Confidentiality
The terms of this letter and everything shared under it are confidential. If the parties have signed a non-disclosure agreement, it governs; if not, each party will use the other's information only to evaluate this deal and will not disclose it except to its advisers. This clause is binding.
9. Costs
Each party pays its own costs of negotiating this letter and the definitive agreement, including legal and advisory fees, whether or not the deal completes. This clause is binding.
10. Which parts bind
Only clauses 7 (Exclusive negotiation), 8 (Confidentiality), 9 (Costs), 10, 11 (Expiry) and 12 (Governing law) are legally binding. Everything else is a non-binding statement of current intent.
11. Expiry
This letter ends on the earliest of: the signing of a definitive agreement, either party giving written notice that it is ending discussions, or the end of the exclusive negotiation period if no definitive agreement has been signed. Clauses 8 and 9 survive.
12. Governing law
This letter is governed by the law of [Governing law].
13. Signatures
Date: [Date] For [Buyer] Signature: ______________________ Name: ______________________ Title: ______________________ Date: ______________________ For [Seller] Signature: ______________________ Name: ______________________ Title: ______________________ Date: ______________________