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a non-binding letter of intent or term sheet is a summary of the material terms of a transaction might be a financing it might be a change of control of business like a merger and acquisition the point of it is to get all of the material terms of the transaction negotiated and agreed upon before you start spending a lot of time money on diligence and negotiation of the actual transaction while itamp;#39;s non-binding I think itamp;#39;s important that you you negotiate that with counsel the reason being that going back on a term sheet can are the terms or retraining on the terms can be very detrimental to the to the transaction stability getting an agreement on the letter of intent in the first place provides some what we call deal stability in the sense that you have a strong you know a strong feeling that the transaction will in fact get to closing again I recommend that you do consult with a lawyer while you negotiate that so that important concepts are fleshed out at the outset r