Negotiation: LOI, term sheet, long-form contract

Each stage narrows the details. A letter of intent (LOI) is a short document stating that both sides intend to pursue a deal on broad terms; it is often non-binding. A term sheet lists the key commercial points, such as property, territory, term, channels, exclusivity, royalty rate, MG, and advance (see 4.1 and 4.2). Some licensors skip the LOI and go straight to a term sheet, or use a deal memo instead.

Once the business points are settled, the licensor or its lawyers usually prepare the long-form contract, the full licensing agreement. This covers approvals, quality control, reporting, audits, termination, and legal protections. Japanese licensors often use their own standard contract templates and may be reluctant to change core clauses, so focus your requests on the terms that matter most to you.

Negotiation with anime licensors tends to be collaborative rather than aggressive. Be clear about your priorities, justify requests with your business case, and expect some time between each round. Always have a licensing attorney review the long-form contract before you sign, and confirm whether any document you sign is meant to be binding.