This document is a non-binding letter of intent outlining the mutual discussion between two parties to form a partnership for the development of software. The letter sets forth the proposed terms and conditions of the agreement including the parties' obligations, revenue and cost splitting, and ownership of intellectual property. Once the parties agree to the proposed terms, a final agreement will be drafted and executed. This document provides a template for a letter of intent and may be customized to fit the specific needs of the parties. This should be used by parties interested in forming a software development partnership.