Letter of Intent Template
Start your business deal on the right foot. This Letter of Intent outlines the primary terms of your agreement before you commit to a final, detailed contract.
Preview
How to use this template
- Fill in the placeholders with your specific deal terms.
- Review the binding and non-binding sections carefully.
- Download the document as a PDF or copy the text.
- Sign the letter with the other party to begin negotiations.
When to use this template
Use a letter of intent (LOI) when two parties agree on the main terms of a deal, such as buying a business, a partnership or a large order, but still need time to check details and write the final contract.
An LOI is mostly non-binding: it shows serious intent without committing either side to the deal. A few parts are binding, such as confidentiality and exclusivity, and the template says clearly which ones.
Check before you sign
- The non-binding clause clearly lists which parts are binding.
- The main terms (price, structure, timing) are specific enough to negotiate from.
- The conditions, such as due diligence or financing, are listed.
- The exclusivity period is long enough to finish the deal, but not open-ended.
- The expiry date pushes both sides to a decision.
Full text of the letter of intent template
This is the complete template. Words in [brackets] are filled in automatically when you use the form above; where the template has options, the form shows only the one you choose.
LETTER OF INTENT
1. Purpose
This Letter of Intent is entered into between [Party A name], located at [Party A address], and [Party B name], located at [Party B address], effective as of [Effective date].
The parties intend to negotiate the terms and conditions of the following transaction: [Proposed transaction].
2. Proposed Terms
The parties agree that the primary terms of the proposed transaction shall be: [Main proposed terms].
3. Conditions
The completion of the transaction is subject to the satisfaction of the following conditions: [Conditions].
Furthermore, the transaction is contingent upon the parties successfully negotiating and executing a final, comprehensive written agreement.
4. Due Diligence
Each party agrees to provide the other party with reasonable access to the books, records, and other information necessary to conduct a full evaluation of the transaction.
5. Non-Binding Nature
Except for the sections regarding Confidentiality, Exclusivity, Costs, Governing Law, and this section, this letter is intended only as a summary of intent. It is not a legally binding contract and does not obligate either party to complete the transaction.
6. Confidentiality (Binding)
The parties agree to keep the existence of this letter and all information exchanged during negotiations strictly confidential. Neither party will disclose such information to any third party without the other's prior written consent.
7. Exclusivity (Binding)
For a period of [Exclusivity period] days from the effective date, neither party will negotiate, solicit, or enter into discussions regarding the same transaction with any third party. If the exclusivity period is set to 0 days, there is no exclusivity.
8. Costs (Binding)
Each party shall be responsible for its own professional fees, legal costs, and expenses incurred in connection with this letter and the negotiation of the transaction.
9. Expiry
This letter will expire on [This letter expires on] unless the final written agreement is signed before that date or the parties agree in writing to extend this period.
10. Governing Law (Binding)
This letter and any disputes arising from it shall be governed by and construed in accordance with the laws of [Governing law].
Signatures
Party A
Signature: ____________________
Name and title: ____________________
Date: ____________________
Party B
Signature: ____________________
Name and title: ____________________
Date: ____________________
Frequently asked questions
What is this contract for?
A Letter of Intent (LOI) is used to summarize the main points of a proposed business deal. It ensures both parties are on the same page before spending time and money on a final contract.
What should a Letter of Intent include?
It should clearly state the purpose of the transaction, the proposed financial or structural terms, conditions for closing, and which parts of the letter are legally binding.
Is this template legally binding?
While a signed LOI can create binding obligations for specific clauses, this is a general template and not legal advice. You should have a lawyer review it to ensure it fits your specific situation and jurisdiction.
Is a Letter of Intent generally binding for the whole deal?
Typically, no. Most LOIs are designed so that the main business terms are non-binding, while 'administrative' terms like confidentiality and exclusivity are binding.
Can I edit the text?
Yes. Once you download or copy the text, you can modify any clause to better suit your specific business needs.
Is my data stored?
No. Your information stays in your browser and is not stored on our servers.
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