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.
Another recent decision of the Supreme Court addresses two key points. The first is the need to have agreed contract terms, before work starts under a contract and the second that, where a letter of intent is signed and work starts due to it, that a contract must be finalized as soon as possible after that. In this case, the parties entered into a contract formed by a letter of intent. When the letter of intent expired the work continued on, before the terms of the detailed written contract had been finalized.