Letter of Intent (LOI) Sample
Set out the main terms of a proposed deal with a clear, plain-English letter of intent that covers the transaction, price, due diligence and what is binding
Preview
A flexible letter of intent for any deal you can customize and download in minutes
A letter of intent (LOI) is a letter from one party to another that sets out the main terms on which they propose to do a deal, before signing a full, binding contract. This template is a standard, plain-English, jurisdiction-neutral format that adapts to any transaction — a business merger, the purchase of a business or asset, a real estate transaction, or the purchase of goods or an item. It records the proposed transaction and price, provides for due diligence and (optionally) exclusivity, keeps confidentiality binding, and makes clear which parts are binding and which are simply a statement of intent.
Just answer a few simple questions - the sender and recipient, the type and description of the transaction, the price and key terms, the timeline and expiry, and the governing law - and your personalized letter of intent is generated instantly, ready to download as PDF or Word.
What this letter of intent includes
- A proper letter format - sender, date, recipient, a "**Re:**" line and a professional salutation and sign-off
- A transaction-type selector (merger, business purchase, asset/item purchase, real estate, or other) and a free-text description
- The proposed consideration / price, payment or structure, and any other key terms, all clearly marked as indicative
- A due diligence clause with a timeframe you set
- A timeline toward a definitive agreement, and an optional exclusivity period
- A binding confidentiality clause and a costs clause (each party bears its own)
- A clear binding-effect clause - the LOI is a non-binding statement of intent except for confidentiality, exclusivity, costs, expiration and governing law
- An expiration date for the offer, a governing-law clause you choose, and an "Agreed and Accepted" countersignature block so the recipient can accept
How to create your letter of intent
1. Open the template and click Generate.
2. Answer the guided questions - the sender and recipient, the transaction type and description, the price and terms, the timeline and expiry, and the governing law.
3. Generate the document - your details are merged into the letter automatically.
4. Review and download as PDF or Word, then sign and send it for the other party to countersign.
Who is this letter of intent for?
Business owners, buyers, sellers, investors and freelancers who want to put a proposed deal in writing and move negotiations forward — before spending time and money on a full contract. Because it is jurisdiction-neutral and deal-agnostic, you choose the governing law and describe the transaction, so the same format works for a merger, a business or asset sale, a property deal, or a significant purchase.
Disclaimer: This template is provided for convenience and general information only and is not legal advice. Whether a letter of intent (or any part of it) is legally binding depends on its wording and on local law, and some deals — especially involving real estate, regulated businesses or securities — need specific contracts and approvals. For high-value or complex transactions, have the final document reviewed by a qualified lawyer before signing.
---
What's included
- Professional formatting and layout in a clean letter format
- Easy customization with guided questions
- Multiple export formats: pdf, docx
- Adapts to mergers, business/asset purchases and real estate deals
- Instant download after generation
- Professional formatting and layout
- Easy customization with guided questions
- Multiple export formats: pdf, docx
- Legally reviewed and compliant
- Instant download after generation
What is a letter of intent (LOI) and when should I use one?
A letter of intent is a letter setting out the main terms on which two parties propose to do a deal, before they sign a full, binding contract. Use one to put a proposed transaction in writing and move negotiations forward — for a business merger, the purchase or sale of a business or asset, a real estate deal, or a significant purchase. It shows you are serious, aligns both sides on the key points, and provides a framework for the definitive agreement.
Can I use this template for any kind of deal?
Yes. It is deal-agnostic and jurisdiction-neutral: a transaction-type selector and a free-text description let you use it for a merger, a business or asset purchase, a real estate transaction, or the purchase of goods or an item. You describe the deal and set the price and terms, and you choose the governing law.
Is a letter of intent legally binding?
Mostly it is a statement of intent and not binding — and this template says so clearly, so neither party is obliged to complete the deal. However, it lists specific clauses that are meant to be binding, such as confidentiality, exclusivity, costs, expiration and governing law. Whether a clause is enforceable depends on its wording and local law, so the real commitment comes with the definitive agreement.
What are due diligence and exclusivity, and why are they in the LOI?
Due diligence is the buyer's investigation of the business, asset or property before committing — the LOI gives access and a timeframe for it. Exclusivity (a binding part) means the seller agrees, for a set period, to negotiate only with this party and not shop the deal around. Together they let the buyer invest time and money in the deal with some protection.
What happens after the letter of intent is signed?
The LOI is a starting point, not the finish line. Once both parties sign (the recipient countersigns the "Agreed and Accepted" block), they carry out due diligence and negotiate a definitive agreement — such as a sale-and-purchase agreement or merger agreement — which contains the full, binding terms. The LOI's binding clauses (like confidentiality) apply in the meantime.
Why does the LOI have an expiration date?
The expiration date keeps the proposal time-limited: if the recipient does not sign and return the letter by that date, the offer lapses. This protects the sender from an open-ended commitment and encourages a timely response. You set the date, and the sender can extend it in writing if needed.
Premium plan required to use this template