Restaurant Non-Binding Letter of Intent

In starting a restaurant business, the location plays a major role in the success and profitability of your restaurant. Make sure to use our Restaurant Non-Binding Letter of Intent template for use in negotiating the terms of the lease with your potential landlord. Send a letter that details your proposal for the use of the named property in order to come to terms and finalize your lease agreement. Be able to change any part of the template and tailor fit to the exact use you have in mind. Don’t miss out on this chance to get yourself a letter of intent for the lease of your chosen property for your restaurant.

RESTAURANT NON-BINDING LETTER OF INTENT

[DATE]

Dear [RECIPIENT NAME],

The [RESTAURANT NAME] is pleased to submit to you this Non-Binding Letter of Intent (the “Letter”) to purchase all of the issued and outstanding shares described in this Letter (the “Shares”) and based on the basic terms and conditions. The terms and conditions set out in this Letter are not complete. We expect that additional terms, conditions, and agreements, including all practical and reasonable warranties and representations, will be incorporated into a formal agreement (the "Formal Agreement") to be negotiated. The basic terms and conditions are as follows:

PART ONE - NON-BINDING TERMS AND CONDITIONS. This Letter Intent / Proposal to purchase all of the issued and outstanding shares (the "Shares") of [COMPANY NAME] shall never constitute a binding agreement between the parties. Further, it is not for any reason to be construed as an intent or agreement by any party to enter into a binding agreement, but is merely for the purpose of specifying and itemizing some of the proposed terms, conditions and stipulations of the proposed transaction contemplated in this Letter. No legal rights of any kind may be invoked by either party against the other by and for the reason of the signing of this Letter or by taking any action in reliance to the terms and conditions set forth in this Letter (including any right to continue negotiations). Either party may choose to discontinue negotiations with respect to the proposed transaction subject to this Letter at any time and for any cause, or for no cause in its sole discretion and decision. Both parties fully understands that no party shall have any legal duty, responsibilities or obligations to the other with respect to the proposed terms and conditions contained in this Letter unless and until all of the terms and conditions of the proposed transaction have been negotiated, agreed to by all the parties and set forth in a definitive agreement, which has been signed and delivered by all parties.

BASIC PROPOSED TRANSACTION. The [COMPANY NAME] would sell all [NUMBER] issued and outstanding shares held  by the [COMPANY NAME 1] to [COMPANY NAME 2] at the price  set forth in this Letter on or before [DATE 1]. 

SHARES. Based upon the information currently known to the [COMPANY NAME 2], there are a total of [NUMBER 1] issued and outstanding shares held  by the [COMPANY NAME 1].

POSSIBLE PURCHASE PRICE. The Purchase Price for the basic proposed transaction would be [DETAIL] $[NUMBER 2] and would be paid in the following method and manner: 

On the target date of the possible transaction, the [COMPANY NAME 2] would pay the [COMPANY NAME 1],  and

On the target date of the possible transaction, the [COMPANY NAME 2] would deposit with a mutually acceptable escrow holder $[NUMBER 3], which would be held in escrow for a period of at least [NUMBER 4] years in order to secure the performance of [COMPANY NAME 1]’s obligations under the Formal and  Binding Agreement; 

The Purchase Price would be adjusted in conformity with the changes in the  [COMPANY NAME 1] Company’s consolidated shareholders’ equity as of the target date of the possible transaction on a dollar-for-dollar basis.

OTHER TERMS AND CONDITIONS. The Formal and  Binding Agreement may contain other terms, conditions, agreements and provisions such as, but not limited to, liquidated damages clause, attorney's fees, notifications, mutual indemnifications, penalty clause, force majeure clause, hardship clause, broker's commission, etc. Moreover, any and all documentation provided by the PROPOSED SELLER to the PROPOSED BUYER shall be returned to PROPOSED SELLER upon cancellation of this transaction.

PART TWO - BINDING TERMS AND CONDITIONS. Both parties, intending to be legally bound, agree to the following legally enforceable terms and condition of this Letter. 

EXPIRATION OF INTENT/OFFER. This Letter of Intent shall constitute an open offer until [DATE 2], at which time it shall be automatically terminated upon: (a) non-execution by the [COMPANY NAME 1] on or before [DATE 3]; (b) execution of the Definitive Agreement by all parties; (c) mutual written agreement between the BUYER and the SELLER; or (d) written notice of termination by the BUYER, for any reason or no reason at all, with or without cause, at any time. Provided, however, that the termination of the Binding Provisions set forth in this Letter will not, in any way, affect the liability of either party for breach of any of the 

Binding Provisions set forth in this Letter before the termination of this Letter. 

GRANT OF ACCESS. The SELLER will cause the BUYER and its duly authorized representatives full and free access to its assets, properties, personnel, contracts, books and records, and all other documents and data, subject to the Confidentiality of Proprietary Information Agreement referred to in the next provision. 

CONFIDENTIALITY OF PROPRIETARY INFORMATION. Except as expressly provided for, the Confidentiality Agreement entered into by the [COMPANY NAME 1] and the [COMPANY NAME 2] (the “Confidentiality Agreement”) shall remain in full force and effect. 

EXCLUSIVE DEALING. The seller shall not and will never cause to, directly or indirectly, through any representative or otherwise, solicit or entertain proposals or offers from, negotiate with or in any manner discuss, accept, consider or encourage any offer or proposal of any other Company of person relating to the acquisition of any or all the issued and outstanding shares of the seller, may it be in whole or in part, whether directly or indirectly, through purchase, merger, consolidation, or otherwise (other than sales of inventory in the ordinary course).

Regards, 

[YOUR SIGNATURE]
[YOUR NAME]