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Enter the full legal name of this party exactly as it appears on their ID or business registration.
Enter the full legal name of this party exactly as it appears on their ID or business registration.
A Letter of Intent is the preliminary written agreement that outlines the key terms of a proposed business transaction — acquisition, merger, joint venture, or major commercial deal — before the parties invest time and money in full due diligence and definitive agreements. It signals serious intent, establishes the agreed framework, and typically includes a binding exclusivity (no-shop) period during which the seller cannot negotiate with other buyers. While most LOI terms are non-binding, the confidentiality and exclusivity provisions are legally enforceable. Fill out this free letter of intent (loi) — business transaction template online, e-sign it digitally, and download a legally valid PDF. no account or lawyer needed. Sections: Parties, Transaction Terms.
Date: ______________
To: ______________, ______________ ("Seller")
From: ______________, ______________ ("Buyer")
Re: Proposed ______________ — ______________
Dear ______________,
This Letter of Intent ("LOI") sets forth the principal terms and conditions upon which ______________ ("Buyer") proposes to acquire ______________ from ______________ ("Seller"). This LOI is intended to facilitate negotiations and is not a binding agreement to consummate a transaction, except as to Sections 4 (Exclusivity), 5 (Confidentiality), and 7 (Expenses), which shall be legally binding upon execution.
Buyer proposes to acquire ______________ through a ______________ (the "Transaction"). The proposed purchase price is ______________, subject to adjustment based on due diligence findings, working capital, and other customary closing adjustments.
The purchase price shall be paid as follows: ______________. Final payment terms shall be set forth in the definitive purchase agreement negotiated by the parties.
Consummation of the Transaction is subject to the following conditions, among others: (a) completion of Buyer's due diligence to Buyer's sole satisfaction; (b) negotiation, execution, and delivery of definitive transaction documents acceptable to both parties; (c) ______________; (d) receipt of all required governmental and third-party consents and approvals; (e) no material adverse change in the business, assets, or financial condition of the Seller between the date of this LOI and closing; and (f) availability of financing acceptable to Buyer.
For a period of 45 days from the date of this LOI (the "Exclusivity Period"), Seller shall not, and shall cause its officers, directors, employees, agents, and representatives not to, directly or indirectly, solicit, initiate, encourage, entertain, or participate in any discussions or negotiations with, or provide any information to, any third party concerning any sale, merger, joint venture, recapitalization, or other transaction involving the business or assets described in this LOI. Seller shall promptly notify Buyer if Seller receives any unsolicited inquiry from a third party regarding a competing transaction during the Exclusivity Period. This Section 4 is legally binding.
Each party agrees to maintain in strict confidence all information received from the other party in connection with this LOI and the proposed Transaction, and to use such information solely for purposes of evaluating the Transaction. Neither party shall disclose the existence or terms of this LOI or the Transaction to any third party without the other party's prior written consent, except to such party's advisors, attorneys, and accountants who are bound by equivalent confidentiality obligations. This Section 5 is legally binding.
Seller agrees to provide Buyer and its representatives with reasonable access to Seller's books, records, financial statements (including audited financials for the prior three fiscal years), tax returns, contracts, intellectual property, personnel, facilities, and other information reasonably requested by Buyer during the Exclusivity Period. Buyer agrees to conduct all due diligence in a manner that does not unreasonably disrupt Seller's business operations.
Except as otherwise agreed in the definitive transaction documents, each party shall bear its own legal, accounting, advisory, and other expenses incurred in connection with this LOI and the proposed Transaction, whether or not the Transaction is consummated. This Section 7 is legally binding.
The parties intend to close the Transaction on or before a date to be agreed. The parties acknowledge that this date is aspirational and subject to the satisfaction of all conditions to closing.
Except for Sections 4, 5, and 7, which are expressly stated to be binding, this LOI does not constitute a binding obligation of either party to consummate the proposed Transaction and shall not be construed as creating any legally enforceable rights or obligations with respect to the Transaction. A binding obligation shall arise only upon the execution and delivery of definitive transaction documents by both parties.
This Agreement shall be governed by and construed in accordance with the laws of the State of ______________, without regard to its conflict-of-laws principles.
If the foregoing accurately reflects your understanding of the proposed Transaction, please countersign and return one copy of this LOI. This LOI shall expire if not countersigned and returned by Seller within ten (10) business days of the date hereof.
We look forward to working together toward a successful closing.