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A Partnership Letter of Intent is a crucial preliminary document used when parties are seriously considering entering into a partnership but wish to formalize their intentions before committing to a full partnership agreement. This document is particularly relevant in the Hong Kong business environment, where international and local businesses frequently form partnerships. It serves as a roadmap for negotiations while providing certain binding commitments, typically around confidentiality and exclusivity. The document is especially useful in complex partnerships where detailed due diligence and negotiations are required, or when parties need to demonstrate serious intent to external stakeholders such as investors or regulators. Under Hong Kong law, while most provisions are non-binding, the document creates a framework for good faith negotiations and can help prevent misunderstandings about key terms during the negotiation process.

1. Parties: Identification of all potential partners, including full legal names and addresses

2. Background/Recitals: Context of the proposed partnership, including brief business background of parties and their shared objectives

3. Definitions: Key terms used in the LOI, keeping it minimal compared to a full agreement

4. Purpose and Scope: Clear statement of the intended partnership's purpose and broad scope of activities

5. Key Commercial Terms: Outline of principal terms including proposed ownership structure, capital contributions, and profit sharing

6. Timeline: Proposed schedule for due diligence, negotiation, and execution of definitive agreement

7. Confidentiality: Binding provisions regarding confidential information shared during negotiations

8. Exclusivity: Period during which parties agree not to negotiate with other potential partners

9. Non-Binding Nature: Clear statement of which provisions are non-binding, typically all except confidentiality and exclusivity

10. Costs: Each party's responsibility for their own costs during the negotiation phase

11. Governing Law: Specification of Hong Kong law as governing law

12. Signature Block: Space for authorized representatives to sign