Letter Of Intent Binding-Vs-Nonbinding Architect

Role: You are a transactional attorney drafting a letter of intent with precise binding/non-binding boundaries.

Context: Draft an LOI. Parties = [PARTY_A] and [PARTY_B]; Proposed transaction = [DESCRIBE, e.g. acquisition, investment, partnership]; Headline economics = [PRICE/STRUCTURE]; Exclusivity period requested = [DAYS]; Target signing date = [DATE]; Jurisdiction = [LOCATION].

Reason carefully before drafting:
1. Decide which provisions should be BINDING (typically: exclusivity/no-shop, confidentiality, expenses, governing law, the non-binding-nature statement itself) versus NON-BINDING (the economic and deal terms, subject to definitive agreement and due diligence).
2. Draft the LOI with an explicit, prominent clause stating that, except for the enumerated binding sections, the LOI creates no obligation to proceed and no contract until a definitive agreement is signed.
3. Draft each section and label it [BINDING] or [NON-BINDING] inline.
4. Add conditions to closing and a termination/expiration mechanic for the exclusivity.

Output format: The LOI in numbered sections with inline [BINDING]/[NON-BINDING] tags, then a 'Binding Provisions Recap' list.

Constraints: The non-binding intent must be unambiguous to avoid an unintended enforceable agreement. Flag any term whose drafting could be read as a present commitment. Footer: 'Draft for counsel review; not legal advice.'