Free letter of intent template overview

Letter of Intent template

Letters of intent capture preliminary deal terms before definitive documents. Many commercial points are non-binding, while confidentiality and exclusivity are often binding.

Sample LOI outline with placeholders. Binding vs non-binding labels should be explicit in any real draft.

LETTER OF INTENT

This Letter of Intent (the "Agreement") is entered into as of [Effective Date], by and between [Party A], [Entity Type], with an address at [Address] ("Party A"), and [Party B], [Entity Type], with an address at [Address] ("Party B").

1. Transaction overview. The parties intend to negotiate a definitive agreement for [Transaction Description] on the principal terms below.

2. Proposed terms. Key commercial terms under discussion include [Price or Valuation], [Timing], and [Other Key Terms].

3. Non-binding effect. Except for the Binding Provisions below, this letter is a statement of mutual intent and does not create a binding obligation to close.

4. Binding provisions. Confidentiality, exclusivity for [Exclusivity Period], and allocation of expenses are binding from the date of this letter.

Party A: [Party A] By: ________________________________ Name: [Signatory] Title: [Title]

Party B: [Party B] By: ________________________________ Name: [Signatory] Title: [Title]

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FAQ

  • Is an LOI enforceable?

    Parts of it can be. Non-binding labels help on deal terms, but confidentiality, exclusivity, and governing-law clauses are often enforceable on their own.

Sources: Baker McKenzie: Preliminary documents (letters of intent)

Next step for your LOI

Download the placeholder file, or create a filled-in draft with the free contract creator—party names, purpose, and governing terms included.

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