This letter of intent may be used in a potential joint venture transaction in which a limited liability company (LLC) is formed by two members, each owning an equal 50% interest in the LLC. This template contains practical guidance, drafting notes, alternate clauses, and optional clauses. Letters of intent (LOIs) summarize the intended terms and conditions of a potential transaction. They are typically drafted and signed early in the negotiation process and are useful in focusing the parties' attention on key issues that may arise in the proposed joint venture. Letters of intent are typically non-binding unless all or a portion of the LOI expressly states that the parties intend for the LOI to be binding. LOIs that do not have a specific section dedicated to binding provisions should, at a minimum, explicitly state that all portions of the LOI are intended to be nonbinding. Otherwise, the parties may be at risk for creating unintentionally binding obligations on the parties. In keeping ...