Letter of Intent Template, Free Download 2026
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When Do You Need a Letter of Intent?
A buyer and seller have reached preliminary agreement on the terms of a business acquisition or asset purchase and need a letter of intent for business acquisition to document the key terms before investing in due diligence and drafting a definitive agreement.
You are negotiating a commercial real estate lease or purchase and the landlord or seller requires an LOI before proceeding with a formal commercial lease agreement template.
Two companies are exploring a joint venture or strategic partnership and need a business letter of intent to outline the proposed structure, contributions, and objectives before committing to a binding agreement.
A job applicant or employer needs to outline the terms of a potential employment offer, including role, compensation, and start date, as a precursor to a formal free employment agreement template.
What Should a Letter of Intent Include?
Parties and Transaction Overview
The identities of the parties and a summary of the proposed transaction, including the type of deal (asset purchase, stock purchase, merger, lease, or partnership).
Key Business Terms
The material terms: purchase price or investment amount, payment structure, closing timeline, key conditions precedent, and any earn-out or contingent payment provisions.
Binding vs. Non-Binding Provisions
Clearly identify which provisions are binding (typically confidentiality, exclusivity, and expense allocation) and which are non-binding (price, structure, closing conditions).
Exclusivity Period
A binding no-shop clause granting the buyer or investor an exclusive negotiation period (typically 30-90 days) during which the seller cannot solicit or entertain competing offers.
Expiration and Termination
The date by which a definitive agreement must be executed or the LOI expires, and the conditions under which either party can terminate negotiations.
Legal Details: Key Clauses in a Letter of Intent
Parties
This Letter of Intent ("LOI") is submitted by [____________] ("Buyer") to [____________] ("Seller") to set forth the principal terms upon which Buyer proposes to [acquire / invest in] Seller.
Transaction Overview
Buyer proposes to [acquire all outstanding equity interests / purchase substantially all assets / make an investment of $__________ for _____% equity] of Seller (the "Transaction"), structured as a [stock purchase / asset purchase / merger / equity investment].
Key Terms
Purchase Price / Valuation: [$__________], subject to customary adjustments for working capital, debt, and cash. Consideration: [cash / stock / combination / earnout up to $__________ based on ____________]. Key employees to be retained under employment agreements. Non-compete: Seller's principals for [______] years.
Due Diligence
Buyer shall have [______] days to conduct due diligence including review of financials, tax returns, contracts, IP, litigation, compliance, and employee matters. Seller shall provide reasonable access to books, records, premises, and personnel.
Exclusivity
For [______] days from the date hereof (the "Exclusivity Period"), Seller shall not solicit, encourage, or enter into negotiations with any third party regarding any competing transaction. This provision is binding.
Confidentiality
Each party shall maintain the confidentiality of the proposed Transaction and all information exchanged. No public announcements without mutual written consent. This provision is binding and survives for [two (2)] years.
Non-Binding Provisions
Except for Exclusivity, Confidentiality, Expenses, and Governing Law, this LOI is non-binding. The Transaction is subject to: (a) satisfactory due diligence; (b) definitive agreements; (c) Board approvals; and (d) required regulatory approvals.
Expenses
Each party shall bear its own expenses including attorneys' and accountants' fees. This provision is binding. [If applicable: Break-up fee of $__________ payable by Seller if Seller accepts a competing offer during the Exclusivity Period.]
Expiration
This LOI expires if not executed by Seller on or before [____________]. Execution signifies agreement to the binding provisions and intent to negotiate in good faith, but does not obligate either party to consummate the Transaction.
Governing Law
This LOI shall be governed by the laws of the State of [_____________]. Binding provisions survive until the earlier of: execution of definitive agreements, expiration of specified time periods, or written termination by either party.
Signature Requirements
E-Signature Valid
Letters of intent are valid with electronic signatures under ESIGN/UETA.
How to Fill Out a Letter of Intent
Summarize the Deal
Describe the proposed transaction in plain language: who is buying/selling/partnering, what is being transacted, and the proposed timeline.
Outline Key Terms
Enter the proposed price, payment terms, due diligence period, closing conditions, and any other material terms agreed upon in principle.
Designate Binding Provisions
Clearly label which sections are legally binding (confidentiality, exclusivity, expenses) and include a general statement that all other provisions are non-binding expressions of intent.
Execute and Begin Diligence
Both parties sign the LOI. The binding exclusivity period begins, and the buyer typically commences due diligence while attorneys draft the definitive agreement.
Free Template vs Custom Letter of Intent
| Feature | Free Template | Custom (AI or Attorney) |
|---|---|---|
| Free LOI template (printable PDF download) | ||
| M&A-specific business letter of intent provisions | - | |
| Exclusivity and no-shop clauses | - | |
| Due diligence checklist addendum | - | |
| Attorney review of binding provisions | - |
Key Facts About Letter of Intent Documents
Letter of intent outlines preliminary terms before a definitive agreement is signed.
LOI typically contains both binding and non-binding provisions.
Exclusivity and confidentiality clauses in LOIs are usually binding.
Courts may enforce an LOI as a binding contract if it contains all essential deal terms.
Break-up fees in LOIs compensate the non-breaching party if the deal falls through.
Key Legal Terms in a Letter of Intent
When a Free Template Is Not Enough
Free templates cover standard situations, but a professionally drafted letter of intent accounts for state-specific requirements, unusual circumstances, and enforceability considerations that generic forms miss. If your situation involves significant assets, complex terms, or potential disputes, request an attorney-drafted letter of intent with a custom quote based on your situation.
Letter of Intent Template FAQ
Is a letter of intent legally binding?
What is the difference between a letter of intent and a contract?
What is the difference between an LOI and an MOU?
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