Legal Question in Business Law in Ohio

Letter of intent

I AM IN THE DEMOLITION /STEEL SALVAGERS BUSINESS AND HAVE LOCATED A LARGE JOB . I WOULD LIKE TO TAKE AN INVESTOR AND POTENTIAL PARTNER (who is in the same business as I am) TO SEE THIS JOB SITE BUT WANT TO INSURE THAT HE DOESN'T GO IN BEHIND ME AND TRY TO GET THIS JOB BEFORE I HAVE IT UNDER CONTRACT. WHAT COULD I DRAW UP BETWEEN US SO I CAN FEEL CONFORTABLE IN TAKING HIM TO SEE THIS JOB SITE. Thank you so much for your help.


Asked on 4/23/07, 10:00 am

2 Answers from Attorneys

Bradley Miller Miller Law LLC

Re: Letter of intent

This sounds like a situation where you would want a Non-Disclosure and Non-Circumvention Agreement. This sort of agreement will allow you to set out that you are wanting to explore an opportunity of mutual interest and prohibit him from trying to go after the job before you have it under contract. You can also set out damages for violations of the agreement.

If you have any further questions or would like to discuss the drafting of such an agreement, feel free to contact me.

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Answered on 4/23/07, 10:46 am
J. Norman Stark J. Norman Stark , Attorney, Architect

Re: Letter of intent

Dear Demolition Bidder:

In response to your inquiry as to what contractual, written protection may be used to protect your joint venturer from bidding behind your back and "low-balling" the bid, I suggest a Confidentiality and Limited Non-Compete Agreement.

For example:

CONFIDENTIALITY, NON-DISCLOSURE AND NON-COMPETE AGREEMENT

I, (Print Name)________________________________________________, the undersigned, agree to this CONFIDENTIALITY, NON-DISCLOSURE and NON-COMPETE AGREEMENT as a condition of bidding the specific job / contract opportunity known as: ______, located in ___. I further agree that as a joint venturer and co-bidder with you, neither I no any of my directors, officers,employees,or agents, including all of my/our affiliated business enterprises,will not divulge, share, communicate, or permit any other person or entity to do so, of any Confidential Business Information or Trade Secrets in violation of Sections 1333.61 to1333.69, Revised Code of Ohio. I further agree and will:

1. Keep any and all information I may at any time learn, use, hear, or work with during this specific business opportunity, and will keep STRICTLY CONFIDENTIAL and proprietary information of your, my co-venturer....

That's the basics. Good luck.

Sincerely, J. Norman Stark, Cleveland, Ohio.

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Answered on 4/23/07, 10:53 am


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