Letter of Intent
LOIOutline preliminary deal terms and intent before negotiating a definitive agreement.
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Statutes, model forms, and commentary cited for each agreement type below.
Letter of Intent (LOI): A letter of intent captures preliminary deal terms before a definitive purchase, investment, or commercial agreement. Core commercial terms are often non-binding, while confidentiality, exclusivity, and expense allocation are frequently binding so parties can diligence and negotiate without prematurely locking the full deal.
Sources: Baker McKenzie: Preliminary documents (letters of intent)
Term Sheet (TS): A term sheet summarizes headline economics and legal points (valuation, price, governance, closing conditions, and key covenants) that will guide a definitive agreement. Like an LOI, it is usually mostly non-binding except for selected negotiation protections such as confidentiality and exclusivity.
Sources: Baker McKenzie: Preliminary documents (term sheets and LOIs)
Memorandum of Understanding (MOU): A memorandum of understanding records a collaboration and lets you mark which sections bind. Sections marked non-binding do not create those obligations.
Sources: SBA Office of Advocacy: Memorandums of understanding
Asset Purchase Agreement (Asset Purchase): An asset purchase agreement lists acquired and excluded assets, assumed liabilities, closing, and indemnity for a business sale. It is not a one-time goods contract.
Sources: SBA: Close or sell your business
Formable contract templates include language modified from Common Paper standard terms. The originals are free to use under Creative Commons Attribution 4.0 (CC BY 4.0). View the Common Paper standards and CC BY 4.0 license.
The partnership agreement follows the Uniform Partnership Act (1997) from the Uniform Law Commission. See the Uniform Partnership Act (1997).
The HIPAA business associate agreement follows the sample contract provisions published by the U.S. Department of Health and Human Services. Read the HHS sample provisions.
The data processing agreement is built around Article 28 of the GDPR, as published by the European Commission. Read Regulation (EU) 2016/679.