Letter of Intent

---

Letter of Intent

This agreement is made and entered into by and between [Name of Party A],



Represented by: [Representative's name]
Registered Office: [Principal office]
Company Registration No.: [Company reg. No.]
Tax registration No.: [Tax registration No.]
Statistical No.: [Statistical No.]
Bank account No.: [Bank account No.]




(hereinafter referred to as {Party A}), on the one hand, and [Name of Party B]



Represented by: [Representative's name]
Registered Office: [Principal office]
Company Registration No.:[Company reg. No.]
Tax registration No.: [Tax registration No.]
Bank account No.: [Bank account No.]




(hereinafter referred to as {Party B}), on the other hand, {Party A} and {Party B} hereinafter collectively referred to as the Parties. in the place and on the date written below, with the following terms and conditions.



WHEREAS, Party A is a business associaiton engaged in [business activity of Party A].
WHEREAS, Party B is a business association engaged in Legal English teaching and operating and developing an e-learning platform.
WHEREAS, Party A is interested in hiring the services of Party for the purpose of operating and e-learning platform and running e-learning courses.



1. PROPOSED CONTRACT
NOW THEREFORE, The Parties hereto wish to enter into a contract for (hereinafter referred to as: Proposed Contract) for the performance of the services specified herein. The obligation of the Parties to make a binding contact for the purposes set out herein in the form of a Proposed Agreement are subject to negotiations and the execution of the Proposed Agreement. The Parties expressly agree that this LoI shall not be classified as an agreement to agree with regard to the transactions specified herein under any laws. The Parties also agree that they will take all actions and carry out all necessary negotiations in good faith towards the conclusion of the Contract.


2. TERM
The Parties confirm that they wish to conclude the Contract on or before [Longstop date. If the parties fail to conclude the Proposed Contract on or before such date, this Letter of Intent shall be terminated automatically.


3. COSTS AND EXPENSES
Unless otherwise agreed by the Parties, each Party shall bear its own costs and expenses in connection with the Proposed Contract and all acts done in connection therewith.


4. REPRESENTATIONS

4.1 Knowledge
{Party B} represents to be in possession of the knowledge required for rendering the Services.
4.1 Conditions

4.1 Corporate existence
{Party A} represents to be a business association which is duly incorporated and validly existing under the laws of [State of registration]. {Party A} represent to have the corporate power to execute, deliver and perform the obligations hereunder, and it is not subject to bankruptcy, liquidation or winding-up proceedings.
4.1 No third party interest
The Parties represent and warrant that the performance of the obligations and the exercising of the rights hereunder and the signing hereof violate neither their rules of representation, nor, to the best of the knowledge of the Parties, the obligations assumed thereby against third parties.


5. COOPERATION

5.1 Requirement of good faith
{Party A} and {Party B} shall mutually cooperate in the performance of their respective duties hereunder in accordance with the requirements of good faith and fair dealing.
5.1 Necessary information
{Party A} undertakes to make available to {Party B} all the necessary information . The {Party B} may solicit further information from {Party A} whenever such additional information is required.
5.1 Notices
The Parties agree to mutually inform each other of any and all events or circumstances affecting the performance of the obligations hereunder.


6. CONFIDENTIALITY

6.1
The Parties will hold confidential all information obtained concerning the other party in connection with carrying out this Agreement, and will release such information to third parties only to the extent essential for the performance of work hereunder, and only upon prior notice to and consent of the other Party.


7. ASSIGNMENT
This LoI and the undertaking described herein may not be transferred or assigned by either Party.


8. NON-SOLICITATION
Neither party may, without prior written consent of the other party, directly or indirectly solicit for employment employees of the other party during the term of this Contract nor within the period of [off limit period] following termination hereof.


9. MODIFICATIONS
The Parties agree that this Contract may be modified at any time upon mutual consent. Such modification shall be made in writing, and shall be duly signed by the other party.


10. PREVAILING LANGUAGE
In the event of any discrepancy between the different language versions, the [prevailing language] version shall prevail.


11. JURISDICTION
The Parties hereto shall submit to the exclusive jurisdiction of [Court].


12. GOVERNING LAW
Matters not regulated in this Contract shall be governed by the relevant provisions of Act V of 2013 on the Civil Code.


13. SIGNATURES
IN WITNESS WHEREOF, each of the Parties has executed this Contract, both Parties by its duly authorized officer, as of the day and year set forth below.


14.
Name:
Signature:
Position: