Is a letter of intent legally binding?

Partly. This template separates non-binding proposed terms from binding ones (exclusivity, confidentiality, costs and termination) and says so explicitly, which is what courts look for.

What is exclusivity in an LOI?

A promise by the seller not to negotiate with anyone else for a set period, so the buyer can spend money on due diligence. Thirty to ninety days is common.

What comes after the LOI?

Due diligence, then a definitive agreement, such as an asset or stock purchase agreement, which contains the full terms and replaces the LOI.

Free template

Letter of intent template

A letter of intent sets out the main terms of a deal before the full contract is written. Most of it is non-binding, but a few promises, usually exclusivity and confidentiality, bind both sides while they negotiate. Edit it in the browser and send it for signature from the same page; the free plan includes 5 sends a month and never asks for a card.

Start free with this template

When to use it

Making an offer to buy a small business or its assets.
Agreeing headline terms of a partnership, lease or supply deal before lawyers draft it.
Securing a period of exclusivity to do due diligence.

What's in it

1.Transaction
2.Price and payment
3.Due diligence
4.Definitive agreement
5.Conditions
6.Exclusivity
7.Confidentiality
8.Costs, termination and law

Plus signature, name and date fields for buyer and seller.

The full template

The text you start from, exactly as it opens in the editor. Bracketed blanks are yours to fill in; highlighted fields are filled by each signer.

Letter of Intent

Date: Date signed — Buyer

This letter sets out the principal terms on which [Buyer legal name] (the “Buyer”) proposes to [acquire / purchase the assets of / enter into an agreement with] [Seller legal name] (the “Seller”) (the “Transaction”). Except for the sections listed as binding below, it is a statement of intent only and does not create a binding obligation to complete the Transaction.

Part one: proposed terms (not binding)

1. Transaction

[Describe what is being bought, sold, leased or agreed, e.g. all of the assets used in the Seller's [business], excluding [cash, receivables].]

2. Price and payment

Proposed price: $[amount], payable [at closing / $[amount] at closing and the rest over [term]], subject to adjustment for [working capital / inventory / other].

3. Due diligence

The Seller will give the Buyer and its advisors reasonable access to its books, contracts, facilities and personnel so the Buyer can complete its review by [date].

4. Definitive agreement

The parties will negotiate in good faith toward a definitive agreement containing these terms and the representations, warranties, conditions and covenants customary for a transaction of this kind, with a target signing date of [date].

5. Conditions

Closing will depend on [satisfactory due diligence, financing, board or third-party approvals, key employees agreeing to terms, and any other conditions].

Part two: binding terms

6. Exclusivity

Until [date] (the “Exclusivity Period”), the Seller will not solicit, encourage or negotiate any other offer for the Seller's business or assets, and will tell the Buyer promptly if it receives one.

7. Confidentiality

Each party will keep confidential the terms of this letter and all non-public information it receives about the other, and use that information only to evaluate the Transaction. [If the parties have already signed an NDA, it continues to apply and controls.]

8. Costs, termination and law

Each party pays its own costs. This letter ends on the earlier of the signing of a definitive agreement, written notice from either party, or the end of the Exclusivity Period; the confidentiality section survives. This letter is governed by the laws of the State of [State]. Only sections 6 to 8 are legally binding.

Signatures

Buyer

Signature: Signature — Buyer

Name: Full name — Buyer

Date: Date signed — Buyer

Seller

Signature: Signature — Seller

Name: Full name — Seller

Date: Date signed — Seller

This template is a general-purpose starting point written in plain English for use in the United States. It is not legal advice and has not been reviewed for your situation; for anything high-stakes, have a lawyer review the final version.

How to send it for signature

Step 1
Start from the template
It opens as a document in the editor with both parties' signature, name and date fields already placed. Fill in the bracketed blanks and change any clause.
Step 2
Add who signs
Put an email address on each party, set the signing order if it matters, add an access code if you want one, and add a viewer for anyone who only needs to read it.
Step 3
Send it and track it
Each signer gets a link and signs in the browser, no account needed. You see who has opened and signed, and everyone gets the completed PDF with a certificate of completion.