Liability & Legality

**imported_fryman** · 12-08-2006, 09:53 PM

I need to sign a LOI (letter of intent). Never done this before, can someone guide me through it? On every page at the bottom-right part there is a space that says "initials". Do I need to put something there? Or do I just need to sign the final page where is has my name?
Any info will be appreciated

**imported_HaRRo** · 12-08-2006, 11:33 PM

its best to initial every single page on a legal document and then sign the last page fully.
It keeps everything right as without your initials the docs could be changed and they could just keep the last page with your signature and modify all the rest etc...

Hope that helps (very tired)

**Libertate** · 12-09-2006, 12:11 AM

I would highly suggest that you do not accept a LOI outright. You have to respond with your own LOI and the lawyers can agree on a middle ground.

Otherwise, you will end up with all the responsibilities and none of the authorities. i.e. They can withdraw, and keep the earnest money or deposit, but if you want to withdraw they might have punitive fees...

**Cyberworkspace** · 12-09-2006, 06:24 AM

DON'T SIGN ANY LOI IF YOU ASK QUESTIONS LIKE YOU DID!

and i do not mean to be rude here. i signed literally hundreds of LOI and i would still never do so without:

- a thorough analysis of the loi conducted by lawyers who know not only their but YOUR business
- several of minuted meetings between all parties beforehand where all questions and open issues have been addressed AND answered
- a thorough background check on the financial situation and capabilities of my future partner, to check, if he could afford the agreed upon penalties at all or if we would have to agree on kind of a collateral. what good are any penalties e.g. if he breaches confidentiality clauses and can not come up with the penalty? you loose the patent and he pays you $500 from his llc, whilst making 5 mil. with his other company by selling your knowledge.

so: get someone working for you to help you here. at least a lawyer but then again a business angel could be very helpful too. it is not too expensive to get someone with a very good reputation as a consultant in and let him assist you in your decision making during this phase. sometimes, bringing in a big name itself shows the true intentions of your future partner.

cheers.

p.s.: oh, and i forgot the most important part: i wish you the best success in your venture, because if your are in the process of signing a loi, some good business opportunity is coming up for sure

**LeeD** · 12-09-2006, 01:00 PM

Some good advice here...I have been through this process several times and am happy to answer any questions you might have Alex.

**imported_fryman** · 12-09-2006, 06:18 PM

Thanks for your comments.
Cyberworkspace, you sum up what everyone else is saying more or less, so let me give you a few more details about this:
I am selling a website to a big online entertainment corporation. The amount is for low $xxx,xxx. I have been discussing the terms with them for about a month and as we finally reached an agreement we are now closing this deal. The first step is to sign the LOI, then they will send me a final closing agreement.
To be honest, I am not worried if this goes on or not. If it does, cool, I'll have some nice money, if it doesn't, cool, I'll keep a site that is earning nice cash.
The buyer has more than enough money to go through this, it is a serious deal. And since I wouldn't release the domain or content until I have the $ in my hands I wouldn't worry about it, its not like they are going to scam me or something like that.

Do you or anyone else know of some sort of cyber lawyer that could help me go through this? I have no idea of legal aspects so professional help would be useful.

Lee, I will be in touch with you as this goes through so you can give me some tips, I appreciate your offer for help.

**Jawie** · 02-22-2007, 05:52 PM

Well, signing in a LOI or a Letter of Intent is usually normal in engaging a business. Just a proof of your intention and interest on the business, It is a part of a business documented papers. That papers will be duly notarized by a lawyer/s of a big entertainment corporation as you have said in your statement presentation.

Then keep your copy on that co`z that would be a very useful in the future.

You can refer or ask some advice from a lawyer or this situation; but you don`t have to worry on this. Just keep it in a safe place if possible.

Have a good start.