Letters of intent and term sheets have long been utilized by parties to “jump-start” a transaction by delineating the transaction’s basic terms and setting forth a timeline and parameters for negotiations between the parties. Letters of intent and term sheets are typically intended to be no more than preliminary outlines of a transaction or arrangement. However, deal makers must not overlook the fact that, depending on how they are drafted, these types of documents, or at least certain provisions of these documents, may subsequently be argued by a party to include legally binding obligations. This may hold true even in the case of a simple agreement to negotiate.