When should I use a letter of intent?

Use an LOI for M&A or investment discussions before drafts of purchase agreements, strategic commercial partnerships still in term negotiation, or situations that need exclusivity while diligence runs. Sources: Cornell LII: Agreement (https://www.law.cornell.edu/wex/agreement); Cornell LII: Consideration (https://www.law.cornell.edu/wex/consideration); Cornell LII: Contract (https://www.law.cornell.edu/wex/contract).

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. Courts look for mutual assent and consideration before treating preliminary documents as binding contracts. Sources: Cornell LII: Agreement (https://www.law.cornell.edu/wex/agreement); Cornell LII: Consideration (https://www.law.cornell.edu/wex/consideration); Cornell LII: Contract (https://www.law.cornell.edu/wex/contract).

Can I download this letter of intent template?

Yes. Use Download .docx to get a Word file with placeholders such as [Party A] and [Effective Date]. You can edit it in Word or Google Docs, or create a filled-in version in the free contract creator (https://www.formabledocs.com/contract-creator/loi).

Is the sample legally binding as shown?

No. Placeholder sample text is a starting point. It becomes an agreement for your deal after you fill in the details—manually or in the free contract creator—and the parties sign. Read the binding-effect clause: commercial terms are usually not a closed deal, while confidentiality and similar protections often are. Sources: Cornell LII: Agreement (https://www.law.cornell.edu/wex/agreement); Cornell LII: Consideration (https://www.law.cornell.edu/wex/consideration); Cornell LII: Contract (https://www.law.cornell.edu/wex/contract).

When should I use the free contract creator instead of editing the file?

Use the free contract creator if you want guided choices for deal type, who you are, the transaction summary, key terms, timing, confidentiality mode, governing law, and optional exclusivity, investor disclosure, and expense language, without hunting through every blank yourself.

Letter of Intent template

A preliminary deal template for terms you intend to negotiate into a definitive agreement.

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What this contract contains

Preamble and parties. Names the letter and each party. Choose your side and the deal type in the creator.

Purpose and proposed transaction. States that this is a letter of intent and summarizes what the parties intend to do. You write the summary in the creator.

Key commercial terms. Lists the headline terms discussed so far. You type these in the creator.

Timing. Sets a target start and how long the parties have to sign a definitive agreement. Both dates are set in the creator.

Confidentiality. Either restates confidentiality here or points to an existing NDA. Choose the mode in the creator.

Binding effect. Separates non-binding deal terms from duties that apply now, such as confidentiality and governing law.

Governing law. Sets the state law that governs the letter of intent and where disputes must be brought. Choose the jurisdiction in the creator.

General. Covers assignment limits, waiver rules, severability, entire agreement language, notices, and counterpart or electronic-signature execution language.

Signature blocks. Authorized signatory and title lines for each party, ready for wet-ink or e-signature fields.

LETTER OF INTENT

This Letter of Intent (the "LOI") is entered into as of [Effective Date] (the "Effective Date"), by and between:

[Party A], a corporation ("Provider"), and

[Party B], a corporation ("Customer").

Each may be referred to as a "Party" and together as the "Parties." This LOI records what the Parties currently intend so they can negotiate a definitive agreement, and is non-binding except where it expressly says otherwise.

1. Purpose. This LOI expresses the Parties' mutual intention to work together on the commercial relationship described below. The final details, terms, and conditions will be as the Parties mutually agree in a separate, binding agreement (the "Definitive Agreement"). This LOI exists to assist that negotiation.

2. Proposed Transaction. The Parties currently intend to [description of the transaction the Parties intend]. The scope described here is indicative and the Parties expect it to be refined as they negotiate the Definitive Agreement.

3. Key Commercial Terms. The Parties currently expect the commercial terms to be [the pricing, fees, or consideration the Parties expect]. These amounts are indicative, remain subject to diligence and internal approvals, and are not binding until set out in the Definitive Agreement.

4. Timing. The Parties expect the commercial relationship to begin on or around [target date]. Each Party will use good-faith efforts to negotiate the Definitive Agreement promptly and to make the people and information the other reasonably needs available during that process.

5. Confidentiality. Each Party has disclosed or may disclose information about its business that is confidential or proprietary in nature, or that should reasonably be understood as confidential or proprietary given its nature and the circumstances of disclosure ("Confidential Information"), including this LOI and its terms. Neither Party will (a) use the other's Confidential Information for any purpose other than evaluating and negotiating the transaction described in this LOI; nor (b) disclose it to anyone else, except to employees and advisors who need to know it and are bound by comparable obligations, or as required by law after reasonable advance notice where legally permitted. Each Party will protect the other's Confidential Information using at least the same protections it uses for its own similar information, and no less than a reasonable standard of care. Either Party may share this LOI and its terms with its prospective investors, lenders, or acquirers, and with its advisors, in each case under obligations of confidentiality. This section is binding on the Parties.

6. Binding Effect. Only the sections titled Confidentiality, Governing Law and Jurisdiction, and General are binding on the Parties. Every other section of this LOI records the Parties' current intentions and creates no legal obligation or liability for either Party. Neither Party is obliged to enter into a Definitive Agreement, to continue negotiations, or to agree to any particular term, and either Party may end discussions at any time for any reason without liability. Nothing in this LOI limits what a Definitive Agreement may contain. If the Parties have not signed a Definitive Agreement within 60 days after the Effective Date, this LOI expires automatically, though the sections listed above that are binding survive that expiry.

7. Governing Law and Jurisdiction. This LOI and all matters relating to it are governed by, and construed in accordance with, the laws of Delaware, without regard to its conflict of laws provisions. Any legal suit, action, or proceeding relating to this LOI must be instituted in the state or federal courts located in Delaware, and each Party irrevocably submits to the exclusive jurisdiction of those courts. This section is binding on the Parties.

8. General. Neither Party may assign this LOI without the other Party's prior written consent. The Parties are independent and this LOI does not create a partnership, joint venture, agency, or employment relationship between them, and neither Party may bind the other. There are no third-party beneficiaries of this LOI. If any provision is held unenforceable, it will be limited to the minimum extent necessary and the rest of this LOI remains in effect. This LOI may only be amended by a writing signed by both Parties, and supersedes any prior letter of intent or term sheet about the same subject. This LOI may be executed in counterparts, including electronic copies, each of which is an original and which together form the same document. This section is binding on the Parties.

By signing below, each Party acknowledges the intentions set out in this LOI and agrees to be bound by the sections identified as binding.

Provider: [Party A]

By: ________________________________

Name: [Signatory]

Title: [Title]

Customer: [Party B]