Letter of intent (LOI) template
A letter of intent sets out the main terms two parties expect to agree on — the deal, the price and the timing — before they spend time and money on a full contract. Fill in the details below and it is laid out as a PDF with signature blocks for both parties.
This template is a general starting point, not legal advice. Laws differ between countries and states, so have it checked before signing anything important.
Fill in the details
Anything you leave empty becomes a blank line in the document, to fill in by hand or during signing.
Opens the signature request with this document and a signature box for each party already placed.
Preview
Letter of Intent
This Letter of Intent (the "Letter") is dated __________. It sets out the terms on which __________, of __________, and __________, of __________ (each a "Party"), intend to negotiate a definitive agreement.
1. Proposed Transaction
The Parties are discussing __________ (the "Transaction").
2. Main Terms
The Parties expect the Transaction to include the following terms: __________.
3. Conditions and Timing
Completing the Transaction will depend on __________. The Parties will aim to sign a definitive agreement by __________.
4. This Letter Is Not Binding, Except as Stated
Except for sections 5 to 8, this Letter is a statement of intent only. It does not oblige either Party to complete the Transaction or to continue negotiating, and no such obligation exists unless and until the Parties sign a definitive agreement. Either Party may end negotiations at any time by written notice.
5. Confidentiality (Binding)
Each Party will keep this Letter, the negotiations and any non-public information it receives about the other Party confidential, and will use that information only to evaluate the Transaction, except where disclosure is required by law. If the Parties have signed a separate non-disclosure agreement, that agreement applies instead of this section. This section continues for twelve (12) months after negotiations end.
6. Exclusivity (Binding)
During __________, __________ will not solicit, encourage or negotiate any proposal from anyone else for a transaction similar to the Transaction. This section ends early if __________ ends negotiations.
7. Costs (Binding)
Each Party pays its own costs, including legal, accounting and advisory fees, whether or not the Transaction is completed.
8. General (Binding)
This Letter is governed by __________. Sections 5 to 8 are binding on the Parties. This Letter may be signed in counterparts and with electronic signatures, each of which is treated as an original.
Proposing party
__________
Receiving party
__________
Binding and non-binding parts
Courts decide whether a letter of intent is a contract by looking at what it says and at how the parties behave afterwards. This template states plainly that the deal terms are not binding and names the few promises that are. Keep it that way: do not start paying money, handing over assets or running the business together on the strength of the letter alone.
Using a letter of intent well
A good letter saves the lawyers time because the hard questions are already answered.
- Include the terms that would make you walk away if they changed: price, structure and the key conditions.
- Keep exclusivity short and tied to the target date, so neither side is left waiting.
- Name known issues now — leases, key employees, licenses — as conditions rather than surprises later.
- Have the definitive agreement drafted from the signed letter.
Frequently asked questions
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