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The Letter of Intent to Sell Products is a crucial preliminary document in Canadian commercial transactions, typically used when parties have reached a general understanding but need to formalize their intentions before proceeding with a detailed purchase agreement. This document type is particularly valuable in complex product sales where detailed due diligence and negotiation are required. It provides a structured framework for negotiations while maintaining flexibility, as most provisions are non-binding except for specific elements like confidentiality and exclusivity. The document must comply with Canadian federal and provincial commercial laws, including the Sale of Goods Act and Consumer Protection Act. It serves as a roadmap for the transaction, outlining key commercial terms, timelines, and conditions precedent to a final agreement, while protecting both parties' interests during the negotiation phase.

1. Date and Parties: Identification of the parties including full legal names, addresses, and any relevant business registration numbers

2. Background/Introduction: Brief context explaining the purpose of the LOI and the general nature of the proposed transaction

3. Expression of Intent: Clear statement of the parties' intention to enter into a product sale arrangement

4. Product Description: Overview of the products to be sold, including key specifications and quantities

5. Proposed Commercial Terms: Key commercial terms including pricing, payment terms, and delivery arrangements

6. Timeline: Proposed timeline for negotiation, due diligence, and execution of definitive agreements

7. Due Diligence: Overview of the information and documentation requirements for due diligence

8. Confidentiality: Binding provisions regarding the confidentiality of discussions and shared information

9. Non-Binding Nature: Clear statement that the LOI is non-binding except for specified provisions

10. Signature Block: Space for authorized representatives to sign and date the document