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.
7.Buyer, and/or his agents, shall have the right to review all books and records used in the preparation of the financial statements and tax returns for the last three years (may use an outside consulting or audit firm to validate the books and records) 8.Owner shall stay on for a maximum of XX months at a compensation rate agreeable to both parties (if necessary and required). 9.Buyer shall pay all sales tax on fixtures and equipment, if any. 10.Seller shall execute a X year non_compete agreement.