Need help determining how to go about negotiating and resolving this request. Or any suggested changed

Dear. [Name of Recipient at Receiving Institution): [Offering Institution's Name) offers this letter of intent ("Letter"), providing the mutual intent of both institutions to enter into a proposed business arrangement between [Offering Institution) and (Receiving Institution) in regard to: [Describe nature of proposed agreement). This letter sets forth the terms and conditions that [Offering Institution) will use as material terms for the proposed agreement. This letter supersedes in its entirety any and all communications which previously occurred between the parties. The Terms and Conditions are as follows: 1. Overall Structure: The Parties will establish "[Name of New Entity Being Created, herein after referred to as the "New Entity)," an Entity to be jointly owned by [Offering Institution) and (Receiving Institution). The general purpose and structure of (New Entity] is set forth as follows:[Describe in detail the nature of the business proposed] [Offering Institution] Agrees To: [Duties of Offering Institution][Receiving Institution] Agrees To: [Duties of Receiving Institution). The budget period is [Number of Years] years, from [Date through (Date). The total budget for [New Entity is (S Dollars, which includes [Detail the major expense category budget figures, for example, facilities and administrative costs ($ Dollars salaries Dollars, etc.] 2. Ownership: The registered capital for the joint venture shall be [S total equity) Dollars of which (Offering Institution) shall own fifty percent (50)% and [Receiving Institution) shall own fifty percent (50)%. 3. Negotiation: Institutions agree to enter into negotiations under the terms and conditions of this Letter. Both Institutions agree not to enter into negotiations or solicit information or negotiations with any third party from receipt of this Letter. 4. Confidentiality: In the case that any confidential information should be exchanged between the Parties, resulting from negotiations under the terms and conditions of this Letter, both parties shall agree to make any necessary efforts to keep all information confidential 5. Time: The negotiation period shall be ninety (90) days from the receipt of this Letter by [Receiving Institution). 6. Public Announcement: Neither Institution shall make any public announcement regarding these negotiations, nor make any public announcement regarding the formation of [New Entity] without the express consent of both parties. 7. Financial Contribution of Each Party: The financial contribution of each party with respect to this collaboration shall be as follows: A. [Offering Institution] agrees to pay [Proposed Price] for [New Entity). B. [Receiving Institution) agrees to pay (Proposed Price) for (New Entity). C. [Describe any additional financial contributions for any products or services to be rendered by both parties that is not covered under 7A or B above). 8. Governing Law: All matters arising from this Letter and any subsequent negotiations shall be governed by the laws of State of Governing Law]. 9. Additional Terms of Transaction: If (Name of Receiving Institution) finds the terms and conditions of this Letter to be acceptable and a reflection of the intentions of both Parties, please demonstrate this intent by signing and returning this letter at the principal place of business of [Offering Institution) as indicated in the opening of this Letter, on or before [Insert date] 1. Offering institution: Great Ideas Co., Inc., Hartford, CT 2. Receiving institution: Best IT Co., Inc. East Hartford, CT I 3. Nature of proposed agreement: to develop a new social media that is user friendly and protects user's personal data 4. Name of new entity: FeaturesWork 5. Nature of the business proposed: A new social media that will be the most user friendly and also protect the user's personal data 6. Duties of Offering Institution: To provide ideas and develop the business plan for this new company 7. Duties of Receiving Institution: To develop all of the IT infra structure for this new social media 8. Proposed budget and period: 2 years and a total of $1,000,000 with $500,000 for administrative costs and $500,000 for salaries 9. New company equity: $2,000,000 10.Price: Offering Institution, $1,000,000, Receiving Institution, $1,000,000 11. Governing Law: Connecticut