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Re: Letter of Intent — [Proposed Transaction]
This letter sets out the main terms on which [Your Company] (“Buyer”) proposes to [purchase / lease / partner with / invest in] [the business, property or project] from [Recipient’s Company] (“Seller”). It is meant to guide our discussions and the preparation of a final written agreement.
Transaction
Price / Consideration
Deposit
Target Closing Date
Due Diligence
Conditions
Exclusivity
Confidentiality
Except for the Exclusivity and Confidentiality paragraphs above, which are binding, this letter is not a binding agreement. A binding obligation will exist only when both parties sign a final written agreement. This letter expires if not signed and returned by [Date].
Acknowledged and agreed:
Agreed by (Recipient)
Date
※ This template is for general information only and is not legal advice. Laws vary by state; consider having an attorney review it before you rely on it.
How to fill out a Letter of Intent
Free Letter of Intent template
A letter of intent (LOI) sets out the main terms of a deal before the final contract is drafted — price, timing, conditions and due diligence. Most of an LOI is non-binding, but parts such as exclusivity and confidentiality are usually made binding.
How to fill it out
Enter your name or company and the recipient's details, and name the proposed transaction in the Re: line.
Edit the opening paragraph to say whether you propose to buy, lease, partner with or invest in the business, property or project.
Fill in the price or consideration, deposit, target closing date, due diligence period and conditions.
Fill in the exclusivity and confidentiality terms — these are the paragraphs that stay binding.
Set the date the offer expires, sign it, and ask the other party to countersign in the "Acknowledged and agreed" section.
Tips
State clearly which paragraphs are binding and which are not. The template makes only exclusivity and confidentiality binding.
Keep it to the main business terms and leave the details to the final agreement.
Give exclusivity a fixed end date, such as 60 days, so neither side is tied up indefinitely.
Set an expiry date for signing so the offer doesn't stay open forever.
For buying a business or real estate, have an attorney review it before you sign.
Letter of Intent example
Brightline Web Studio LLC 200 Harbor Way Seattle, WA 98101 (206) 555-0142 · [email protected]
Sam Rivera Rivera Design Co. 88 Pine St Portland, OR 97204
Re: Letter of Intent — Purchase of Rivera Design Co. Client Accounts
This letter sets out the main terms on which Brightline Web Studio LLC (“Buyer”) proposes to purchase the client accounts, website files and domain names of Rivera Design Co. (“Seller”). It is meant to guide our discussions and the preparation of a final written agreement.
Except for the Exclusivity and Confidentiality paragraphs above, which are binding, this letter is not a binding agreement. A binding obligation will exist only when both parties sign a final written agreement. This letter expires if not signed and returned by November 15, 2026.
Transaction
Purchase of 24 client hosting and maintenance accounts, related files and 3 domain names
Price / Consideration
$60,000 — $45,000 at closing, $15,000 after 6 months
Deposit
$5,000, refundable
Target Closing Date
December 15, 2026
Due Diligence
30 days to review client contracts, revenue records and transfer terms
Conditions
At least 20 clients agree to the transfer; final agreement signed
Exclusivity
Seller will not negotiate with others for 45 days
Confidentiality
Both parties keep these discussions and shared data confidential
All names, companies and contact details are fictional. Click “Fill sample” above to put this example into the empty fields; click again to remove the parts you did not change.
FAQ
Is a letter of intent legally binding?
Usually not, except for the paragraphs that say they are binding, such as confidentiality or exclusivity. Courts look at the wording, so say clearly what is and isn't binding.
What is an LOI used for?
Buying a business or property, commercial leases, partnerships, investments and large supply deals — anywhere the parties want to agree on the main terms before drafting a full contract.
LOI vs. memorandum of understanding?
They are similar. An LOI is often one party's proposal to the other; an MOU usually records both sides' shared understanding.
