This is an agreement entered into between two partners to develop software. This agreement sets forth the roles and obligations of each party with respect to the development of the software. In addition, this agreement covers essential terms such as confidentiality and intellectual property rights. However, this is merely a letter of intent, and it is not a binding agreement between the parties. Letters of intent are frequently used to memorialize agreed upon terms and show the parties willingness to enter into an agreement. This agreement can be used by small businesses or other entities that want establish their intent to develop software in conjunction with another party.