A memorandum of understanding (MOU), also referred to as a letter of intent (LOI), term sheet, or less frequently in the US, a heads of agreement, for a commercial transaction. This Standard Document is nonbinding, but also includes commonly used binding provisions such as due diligence, confidentiality, governing law, no third-party beneficiaries, and expenses. This Standard Document has integrated notes with important explanations and drafting and negotiating tips.