This Letter of Intent is used by a company that provides services to express its intent to
enter into an agreement with a potential client. The non-binding letter sets forth the
material terms and conditions of the proposed agreement including the services to be
provided, the payment details, and payment of expenses. Once the parties agree to the
terms, a final services agreement must be drafted and executed. This document
provides a template for drafting a letter of intent and may be customized to fit the
specific needs of the parties. This should be used by service providing companies and
potential clients during the negotiation stages.
COMPANY NAME / LOGO Letter of Intent
Company Tag Line
COMPANY ADDRESS 1
COMPANY ADDRESS 2
COMPANY PHONE #
COMPANY WWW ADDRESS DATE: XXXXXXX
Re: Work Authorization Letter
[Insert company name] is pleased that [insert client name] wishes to retain [insert company
name] to [Describe services/project. If it is not clear, use the following: provide certain
information technology services]. This work authorization letter confirms our agreement regarding
certain activities that will begin on [insert start date] while the parties work together in good faith to
negotiate a more comprehensive agreement for services, including a statement of work (SOW).
Initially, [insert company name] will [Describe services. Examples: provide two consultants
to provide project management services in support of [client’s] ______ project; perform services as
described in _______]. [Insert client name] will pay [insert company name] for all services rendered
by [insert company name] [Insert the basis for fees to be paid during interim period. Examples: at
a rate equal to __________ per _______; on a time and materials basis at the rates set forth in
Schedule 1 attached to this letter.] [In the case of a fixed price project, you must state a T&M rate
or other basis for payment that will cover the interim period and then add the following: Any fees
paid under this letter will be credited against the fees to be paid under the final agreement.] In
addition, you will pay all pre-authorized and reasonable out-of-pocket travel, living and other ancillary
expenses incurred by [insert company name] in performing the services. [Insert company name] will
invoice [insert client name] monthly and all invoiced amounts shall be paid (including applicable taxes)
within thirty (30) days after receipt of each invoice.
This letter will automatically be superseded and terminated upon both parties signing the final
agreement, which will then govern and apply to the services performed under this letter. Except for the
provisions of this work authorization letter, no agreement or understanding between the parties will be
binding until a final written agreement, including a statement of work, is signed by both parties.
However, nothing obligates either party to enter into a final agreement. If we are unable to enter into a
final agreement for any reason on or before [insert date], either party may terminate the services being
performed under this letter at any time thereafter without liability, except that [insert client name] will
pay to [insert company name] fees for all services rendered, and all expenses incurred, prior to
termination and this work authorization letter will apply to the services rendered.
During the performance of services, it may be necessary for either party to disclose or make
available to the other certain confidential information or materials which are not generally known in the
relevant trade or industry (“Confidential Information”). [insert company name] Confidential
Information includes methods, tools, templates, etc. Each party agrees that it will maintain the
confidentiality of all Confidential Information of the other party, and shall not use or disclose the
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Confidential Information of the other for any purpose, except for the services to be performed hereunder.
However, neither party shall be required to keep confidential any data or information which is or becomes
publicly available without fault on the part of the receiving party, is already in the receiving party’s
possession prior to receipt from the other party, is independently developed by the receiving party outside
the scope of this letter and without reference to the Confidential Information of the other party, or is
rightfully obtained from third parties.
During the period of services rendered under this letter and for twelve (12) months thereafter,
neither party shall, directly or indirectly, solicit for employment or hire, whether as an employee or
independent contractor, any employee or independent contractor of the other involved in the performance,
review or acceptance of the services.
Except as will be set forth in the Final Services Agreement, [insert company name] does not
make any representation or warranty of any kind, whether such warranty be expressed or implied,
including any warranty of merchantability or fitness for a particular purpose or any warranty form course
of dealing or usage of trade.
In no event shall either party be liable for any special, exemplary, indirect, incidental,
consequential or punitive damages of any kind or nature (including, without limitation, lost business or
lost profits other than fees payable to [insert company name]), or lost records or data, whether or not the
possibility of such damages was disclosed or is reasonably foreseeable by such party, and whether in an
action based on contract, warranty, tort or otherwise. [insert company name] liability for allowed
damages arising out of or related to this letter agreement or any of the services performed, whether in an
action based on contract, warranty, tort or otherwise, shall not exceed the total fees (excluding expenses)
paid by [insert client name] to [insert company name] under this work authorization letter.
Please indicate your agreement to the provisions of this work authorization letter by arranging for
an authorized officer of [insert client name] to sign a copy in the space provided below and faxing it to
me at _________ and returning the original afterward. We look forward to working with you and your
Very truly yours,
[insert company name]