Letter of intent, Rosegate Family Medicine and Brightwater Dental

Letter of intent for partnership that says which clauses actually bind

The point of a letter of intent is to record what two sides agreed in a meeting before the memory of it drifts, without either of them becoming committed to the venture. This one separates three clauses that bind on signature from three that record intentions only, and says so in the first paragraph.

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Rosegate Family Medicine
44 Tarn Street, Ashford ยท practice@rosegatemedicine.example
Letter of intent, binding only at clauses 4 to 6Page 1 of 2
Letter of intent, binding only at clauses 4 to 6Page 2 of 2

12 October 2026
Dr Anders Brightwater, Principal Dentist
Brightwater Dental
46 Tarn Street, Ashford

Letter of intent, shared reception at 44 and 46 Tarn Street

Dear Anders, this letter records what our two practices agreed in principle at the meeting on 6 October, and what each of us does next. It is a statement of intent, not a contract, except for the three clauses marked binding.

1
What we propose to build
One reception company, Tarn Street Reception Services, owned equally by the two practices, employing four receptionists and running a single front desk in the ground floor space between the buildings. Each practice keeps its own patients, clinical records, billing and name.
2
How costs would be shared
The first year estimate we both worked from is $268,000 of salaries and on costs, a $46,000 fit out and $31,000 for phones, software, stationery, cleaning and utilities, being $345,000. Salaries, fit out and utilities split 50 and 50. Phones and software split by call volume, measured quarterly.
3
Governance, and what is still open
A two person committee, one principal each, meets monthly, and any decision over $5,000 needs both. A deadlock stands 30 days then goes to one mediator, whose fee is shared. Still open, and not to be treated as agreed: the lease, whether the receptionists transfer or are newly employed, and how either practice exits.
The binding parts of this letter
4
Exclusivity, binding
For 60 days from the date of this letter, to 11 December 2026, neither practice will negotiate a shared reception, a shared front desk or a merger with any other practice within five kilometres of Tarn Street. Either party may end the exclusivity early in writing, and it then stops for both.
5
Confidentiality, binding
Each practice keeps the other practice confidential information, including patient volumes, fee schedules and staff costs, to itself and its advisers, and uses it only to assess this proposal. This runs three years, whether or not an agreement follows.
6
Costs, binding
Each practice pays its own legal and accounting costs. The one shared cost is the fit out valuation, quoted at $3,200, split equally and payable whether or not the venture proceeds.
This letter is not an agreement to do business
Clauses 1 to 3 record intentions only. Neither practice is bound to enter the venture, and no obligation to share reception, costs or staff arises unless both practices sign a written joint venture agreement. Only clauses 4, 5 and 6 bind on signature.
Next step
Who
By
Space measured and fit out quoted
Both, one quantity surveyor
30 Oct 2026
Staffing model and employment advice
Brightwater
10 Nov 2026
Draft joint venture agreement circulated
Rosegate Family Medicine
24 Nov 2026
Decision meeting, proceed or stop
Both principals
8 Dec 2026

If this letter reflects what we agreed, sign below and return a copy. If anything in clauses 1 to 3 is not how you remember it, mark it up and send it back rather than signing.

For Rosegate Family Medicine
Date
:
For Brightwater Dental
Date
:

Section by section

What each section is for, so you can keep the ones you need and drop the rest.

Letterhead and addressee
Rosegate ledger letterhead, 12 October 2026, to Dr Anders Brightwater.
Subject and opening
A letter of intent for a shared reception, binding only where marked.
1. What we propose to build
One reception company owned equally, four receptionists, one front desk.
2. How costs would be shared
$268,000 salaries, $46,000 fit out, $31,000 running costs, $345,000 in all.
3. Governance, and what is still open
A two person committee, a $5,000 threshold, mediation, and three open points.
4. Exclusivity, binding
Sixty days to 11 December, five kilometres, with an early exit in writing.
5. Confidentiality, binding
Patient volumes, fee schedules and staff costs, for three years.
6. Costs, binding
Own legal costs, with the $3,200 valuation split either way.
Not an agreement to do business
A callout: clauses 1 to 3 are intentions, only 4 to 6 bind.
Next steps
Four steps with an owner and a date, 30 October to 8 December.
Signature blocks
One for each practice, with mark ups invited instead of a reluctant signature.

How to adapt this document

For an acquisition rather than a joint venture, replace clause 1 with the assets or shares being bought and the indicative price range, keep the exclusivity, and add a binding clause on access to records for due diligence. For a letter where no money has been estimated yet, drop the figures from clause 2 and put the method for arriving at them in their place, because a made up number becomes an anchor nobody meant to set. For a three party arrangement, add a third signature block, say how a decision is made when one party abstains, and lengthen the exclusivity.

What makes this document work

Binding and non binding are separated by a heading, not a footnote

Clauses 1 to 3 record intentions. Clauses 4, 5 and 6 sit under the heading The binding parts of this letter and each is labelled binding in its own title. The warning callout then says it once more in plain words, and the footer repeats it on both pages.

The exclusivity has a date, a radius and an exit

Sixty days from 12 October to 11 December 2026, no negotiation with any other practice within five kilometres of Tarn Street, and either party may end it early in writing, after which it stops for both. An exclusivity with no end date and no escape is the clause people regret signing.

It names what is still open so silence cannot be read as agreement

Clause 3 lists the lease of the shared space, whether the receptionists transfer or are newly employed, and how either practice exits, and says they are not to be treated as agreed. That sentence is what stops a letter of intent being quoted back as a settled deal.

Questions people ask

Is a letter of intent legally binding?

Only where it says it is, and only if the wording is clear. This letter binds at clauses 4, 5 and 6 on exclusivity, confidentiality and shared costs, and says in a callout that no obligation to share reception, costs or staff arises unless both practices sign a joint venture agreement. Vague letters get argued about, labelled ones do not.

What is the difference between a letter of intent and a heads of agreement?

Mostly the format. A letter of intent is written as a letter from one side and signed by both, while heads of agreement is set out as a short contract. Both usually mix non binding commercial terms with a few binding ones, and both are replaced by the full agreement they describe.

How long should the exclusivity period be?

Long enough to do the work in the next steps table and no longer. Here 60 days covers a measure and quote by 30 October, employment advice by 10 November, a draft agreement by 24 November and a decision meeting on 8 December. Set the expiry after the decision date, not before it.

What happens if the parties never sign the full agreement?

The non binding clauses fall away and the binding ones do their remaining work. Here confidentiality runs three years whether or not an agreement follows, the shared valuation cost stays payable, and the exclusivity simply expires on 11 December. Nothing else survives, which is the intended result.

Do both parties need to sign a letter of intent?

Yes, when any clause binds. This one carries a signature block for each practice, because an exclusivity and a confidentiality obligation only work if both sides are caught by them. A letter signed by the sender alone is a proposal, not a record of what was agreed.

Can a letter of intent replace a partnership agreement?

No. It records an intention to negotiate one. A real partnership or joint venture agreement deals with ownership, contributions, decisions, deadlock, liability and exit, and this letter deliberately leaves the last of those open. Using this document as the whole deal is how partners end up in a dispute about an exit nobody wrote down.

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