Free Letter of Intent Forms

What Is a Letter of Intent?

A letter of intent (LOI) is a preliminary written document that outlines the key terms of a proposed transaction or relationship before the parties commit to a full, definitive contract. It is most commonly used in business acquisitions, commercial real estate leases and sales, investment rounds, and major partnership negotiations, but it also appears in job offers, academic admissions, and internships. The core purpose is the same in every context: to confirm that both sides are aligned on the major terms so they can invest the time and money required to finalize the deal.

A properly drafted LOI walks a careful line. Most of the document is intentionally non-binding — the price, structure, closing date, and contingencies are expressions of intent that do not yet obligate either party to perform. A few provisions, however, are almost always fully binding: confidentiality, exclusivity (no-shop), expense allocation, and the choice of governing law. Clearly identifying which sections are binding and which are not is one of the most important drafting decisions in the entire document, because courts will interpret the language as written if a dispute arises later.

Our templates give you a clean starting point for each common LOI scenario, with the right binding/non-binding language, industry-standard clauses, and fill-in prompts for the deal terms. Pick the scenario that matches your situation, customize the terms, and deliver a letter that both sides can sign with confidence.

Letter of Intent Preview

A typical LOI runs two to five pages and is structured as a business letter. Here is the header, parties section, and deal summary for a business purchase example.

Types of Letters of Intent

LOIs are used across a range of transactions and relationships. Choose the template that matches your situation.

How to Write a Letter of Intent

Most LOIs take 15 to 30 minutes to draft once you have agreed on the major terms in conversation. Follow these steps.

1. 1

   Identify the parties

   Full legal names of both the buyer and seller (or sender and recipient), with the correct business entity type and address.

2. 2

   Describe the transaction

   State the core deal in one or two sentences — what is being sold, leased, invested in, or offered.

3. 3

   State the economic terms

   Purchase price, payment structure, earnest deposit, financing, rent, or compensation. Use a specific number rather than a range.

4. 4

   List contingencies and due diligence

   Financing contingency, satisfactory due diligence, board approval, regulatory approval, and any third-party consents.

5. 5

   Define the timeline

   Due diligence period, target signing date, and target closing date with enough realism to avoid re-trading later.

6. 6

   Lock in the binding clauses

   Confidentiality, exclusivity, expenses, and choice of law — and clearly state these are binding while the rest is not.

7. 7

   Close and sign

   Request written acknowledgment from the other side and leave signature blocks for both parties.

Key Components

Every LOI should include these sections. Missing or vague clauses are the most common source of disputes later.

Binding vs Non-Binding Provisions

The distinction between binding and non-binding provisions is the most important legal issue in any LOI. A carelessly worded letter can accidentally create a full contract even when the parties thought they were only expressing interest. Courts look at the language and the parties' conduct, not just the title at the top of the document.

Typically non-binding: purchase price, deal structure, closing date, contingencies, representations and warranties, and post-closing covenants. These are expressions of intent that will be finalized in the definitive agreement.

Typically binding: confidentiality, exclusivity/no-shop, expense allocation, standstill provisions, choice of law, dispute resolution, and the explicit statement of binding vs non-binding sections. Our templates mark these sections clearly so nothing is accidentally ambiguous.

Sample Letter of Intent

Below is a condensed LOI for a business purchase. Your finished document will be fully formatted and customized for your transaction type.

Frequently Asked Questions

Common questions about LOI binding nature, exclusivity, due diligence, and the path to a definitive agreement.

Official Resources

For more on letters of intent, deal structuring, and due diligence standards, consult these reputable sources.