Alpha Bravo Charlie, LLC
[Address]
February __, 2011
X-ray Yankee Zulu, Inc.
Attention: Jane Doe, President
[ADDRESS]
Re: Pre-negotiation agreement (a.k.a. “letter of intent” or “LOI”)
Dear Jane:
This LOI, if XYZ agrees to it, will confirm how Xray Yankee Zulu, Inc. (“XYZ”) and Alpha Bravo Charlie, LLC (“ABC”) will approach exploring ABC’s possible purchase of certain patents from XYZ relating to [unicorn] technology.
1. ABC will conduct such investigations as it deems appropriate into the current status of the patents based on publicly-available information (e.g., who the owner of record is, whether required USPTO maintenance fees are current, etc.). Within a reasonable time after doing so, ABC will provide XYZ with an informal report of what ABC has found. XYZ recognizes that ABC will be doing so for XYZ’s general information only and not as legal advice.
2. In consideration of ABC’s efforts in paragraph 1, for three months after the date XYZ countersigns this LOI, XYZ will not solicit, entertain, make, or negotiate, or accept any offers to acquire ownership of any of the patents or take licenses under them (exclusive or non-exclusive), nor any solicitations of offers from XYZ to assign ownership of any of the patents or grant licenses under them (exclusive or non-exclusive). During that three-month period, XYZ and ABC anticipate that they will attempt to negotiate a final, formal agreement for ABC to buy some or all of the patents from XYZ. Each party is free, however, in its own sole and unfettered discretion, to decide what financial and/or legal terms and conditions would be acceptable to it in such an agreement, and/or to elect not to proceed with signing such an agreement.
3. During that three-month period and for one year afterwards, neither ABC and XYZ will disclose to any third party that they are having (or had) discussions or negotiations about the patents. EXCEPTION: Each party may disclose whatever it wishes concerning the discussions and/or negotiations to its attorneys, accountants, and other advisers who are obligated to keep the information confidential.
4. Each party is responsible for its own expenses in connection with the parties’ discussions and negotiations referred to above, if any.
5. This is the entire agreement between ABC and XYZ concerning the discussions and negotiations referred to above.
If XYZ agrees to the above, please countersign this letter where indicated below and FAX it back to me.
Sincerely yours,ALPHA BRAVO CHARLIE, LLC, by: / AGREED:
X-RAY YANKEE ZULU, INC., by:
______
Richie Roe, President / ______
Jane Doe, President
Date signed: ______