A letter of intent is a short, mostly non-binding document that records what you and the other side have agreed in principle, before spending money on full diligence and definitive agreements. Most of it is non-binding on purpose — but a few parts (confidentiality, exclusivity, costs) usually are. Use this as a starting point and have a lawyer tailor it.
How to use this template
Copy the text below, replace the bracketed fields with your details, and delete anything that doesn't apply. Then — before you sign — have a lawyer review it. The LOI quietly decides the structure of the whole deal, including the tax outcome, so it is worth a proper read even though it feels preliminary.
LETTER OF INTENT
[Date]
[Buyer name] ("Buyer") and [Seller name] ("Seller") set out below the principal terms on which the Buyer proposes to acquire the [shares of / business and assets of] [Target company name] (the "Business").
1. Transaction. The Buyer will purchase the [shares / assets] of the Business. [Describe what is included and excluded.]
2. Purchase price. The purchase price is [$ amount], payable as follows: [cash at closing / vendor take-back / earn-out / holdback details], subject to customary adjustments.
3. Conditions. Completion is subject to satisfactory due diligence, definitive agreements, financing, third-party consents, and [other conditions].
4. Due diligence. The Seller will give the Buyer and its advisors reasonable access to records and people for a period of [e.g. 45 days].
5. Exclusivity. Until [date], the Seller will not solicit or negotiate with any other buyer. (This paragraph is intended to be binding.)
6. Confidentiality. Each party will keep the other's information and the existence of these discussions confidential. (Binding.)
7. Costs. Each party bears its own costs. (Binding.)
8. Non-binding. Except for paragraphs 5, 6 and 7, this letter is a statement of intent only and does not create a binding obligation to complete the transaction. A binding deal arises only on signing definitive agreements.
9. Timing. The parties aim to sign definitive agreements by [date] and to close by [date].
Agreed:
[Buyer signature] [Seller signature]
What each part is really doing
A starting point, not legal advice. This resource is general information to help you get organized and ask better questions. It is not legal advice, it is not a substitute for a lawyer reviewing your situation, and using it does not create a lawyer–client relationship. Laws change and every deal is different — confirm anything important with a lawyer before you rely on it.