Another contract law attorney, Ivan Hoffman of California, makes essentially the same point: "Parties to a transaction sometimes intentionally create a letter of intent as an expression of what they intend to agree upon should certain circumstances arise... [whatever happens], the document will not be binding and thus not enforceable until those circumstances arise. Thus, the letter of intent is essentially a legally worthless document. It is not clear to me the reason any party would ever bother to create such a document and yet I have seen it used on many occasions. If parties to a transaction intend to bind each other, then they should create a binding contract, not a letter of intent. If the parties to a transaction do not intend to bind each other, then why bother creating a document that is not binding?
A confidentiality agreement puts each party on notice that what is being discussed is solely for each party and only for the stated purpose within the agreement. The critical elements within the confidentiality agreement are therefore that parties must specifically state the type of information that is being disclosed and also the intended purpose for which the information is to be used.