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.
One party can be found to have accepted the other party's terms by its conduct, but such conduct must be clear (looking at it objectively) with the intention to accept those terms; simply taking physical delivery of the goods is not enough; Where parties have not agreed which set of standard terms applies, the only inference that can be drawn is that, the contract was made on the basis that neither set would apply.