The second important element is to clearly state the intended parties outcome from the disclosure. In the example above the intended outcome could be "The information is being disclosed to assess whether XYZ transportation company will pilot the software for use within its fleet". Again it is then clear what the outcome and the nature of the relationship will be. The example above is broad enough to allow some flexibility in discussion in the letter of intent e.g. that perhaps the pilot programme is limited to one territory as negotiations progress, but it must be narrow enough that the outcome is reasonably well known e.g. it is not expected that XYZ transportation become a shareholder in the software company.
State that, no binding contract is to come into effect, except to the extent set out in the letter and that neither the letter nor any work done or payment made under the letter shall be deemed to be a waiver of the requirement to provide a binding contract. Finally, every effort should be made to finalise the contract as soon as reasonably practicable after the letter of intent has been signed.