I know you mentioned this agreement was not completed, it was a half baked one. In my humble opinion, this is not an agreement. It shall be called Letter of Intent. You may add: Exclusive Letter of Intent. That way you exclude other interesting parties out. In order for you to have an exclusive negotiating right, then it is worthwhile to induce you to commit the resources and forego other potential opportunities and incur the legal, accounting and incidental expenses necessary to properly evaluate the feasibility of establishment of the JV. This is the first step. As a matter of fact both parties shall sign a Confidentiality and Non-Disclosure Agreement first before the letter of intent.
Something just came up for my attention. I will be back. 88
