Letter of intent templates for business partnerships and acquisitions. Outline preliminary terms, signal serious intent, and keep every LOI your team issues in one shared workspace.
Letter of Intent
[Date]
[Recipient name]
[Recipient title]
[Recipient organisation]
[Recipient address]
Dear [[Recipient Name]],
RE: Letter of Intent — [Subject or proposed arrangement]
[VALUE("Organization")] (the "Company") is pleased to submit this Letter of Intent (the "LOI") to [[Recipient Organisation]] (the "Counterparty") in connection with the proposed arrangement described below. This LOI outlines the basis on which the Company intends to proceed and confirms our mutual interest in formalising the relationship through a definitive agreement.
Purpose
The Company proposes to [Brief description of the arrangement — e.g. engage the Counterparty to provide / enter into a commercial partnership for the purpose of].
Proposed Terms
The following represents the Company's preliminary understanding of the key terms of the proposed arrangement:
Scope
[Description of scope of services, supply, or collaboration]
Compensation and Fees
[Proposed fee structure, pricing, or payment terms]
Term
The proposed arrangement would commence on [Proposed Start Date] and continue for an initial period of [Proposed duration — e.g. 12 months / 2 years], subject to the terms of the definitive agreement.
Key Deliverables or Milestones
[Summary of expected deliverables or milestones, if applicable]
Exclusivity
Optional — include or remove as appropriate
In consideration of the time and resources each Party will invest in progressing toward a definitive agreement, the Company requests that the Counterparty refrain from entering into discussions with third parties regarding the subject matter of this LOI for a period of [Exclusivity period in days — e.g. 30] days from the date of this letter (the "Exclusivity Period"), unless this LOI is terminated or both Parties agree otherwise in writing.
Due Diligence and Next Steps
Following acceptance of this LOI, the Parties agree to work in good faith to:
(a) share any information reasonably required to verify the basis for the proposed terms;
(b) negotiate and finalise a definitive agreement within [Finalise agreement within — days, e.g. 30 or 60] days of this LOI; and
(c) complete any regulatory, internal approval, or other steps required to proceed.
Confidentiality
Each Party agrees to keep the existence and terms of this LOI, and all information exchanged in connection with it, confidential and not to disclose it to any third party without the prior written consent of the other Party, except as required by law.
Non-Binding Nature
This LOI represents the current intentions of the Company and is not a legally binding agreement, except that the Exclusivity (if included), Confidentiality, and Governing Law clauses shall be legally binding upon signature by both Parties. The terms set out herein are subject to the negotiation and execution of a definitive agreement, and neither Party shall be obligated to proceed if a definitive agreement is not reached.
Expiry
This LOI shall expire on [Expiry Date] if not accepted by the Counterparty by that date, or if a definitive agreement has not been entered into within the timeline stated in the Due Diligence and Next Steps clause above.
Governing Law
This LOI shall be governed by the laws of [Governing law — state or jurisdiction].
We look forward to working with [[Recipient Organisation]] and hope this LOI reflects the spirit of our discussions. Please confirm your acceptance by signing and returning a copy of this letter.
Yours sincerely,
[VALUE("Author.FullName")]
[Sender title or job title]
[VALUE("Organization")]
[VALUE("Author.EmailAddress")]
Accepted and agreed:
| [[Recipient Organisation]] |
| Signature: ___________________________ |
| Name: [Recipient signatory name] |
| Title: [Recipient signatory title] |
| Date: ________________________________ |
Date
Recipient name
Recipient title
Recipient organisation
Recipient address
Dear =[Recipient Name],
RE: Letter of Intent — Subject or proposed arrangement
=VALUE("Organization") (the "Company") is pleased to submit this Letter of Intent (the "LOI") to =[Recipient Organisation] (the "Counterparty") in connection with the proposed arrangement described below. This LOI outlines the basis on which the Company intends to proceed and confirms our mutual interest in formalising the relationship through a definitive agreement.
The Company proposes to Brief description of the arrangement — e.g. engage the Counterparty to provide / enter into a commercial partnership for the purpose of.
The following represents the Company's preliminary understanding of the key terms of the proposed arrangement:
Description of scope of services, supply, or collaboration
Proposed fee structure, pricing, or payment terms
The proposed arrangement would commence on Proposed Start Date and continue for an initial period of Proposed duration — e.g. 12 months / 2 years, subject to the terms of the definitive agreement.
Summary of expected deliverables or milestones, if applicable
Optional — include or remove as appropriate
In consideration of the time and resources each Party will invest in progressing toward a definitive agreement, the Company requests that the Counterparty refrain from entering into discussions with third parties regarding the subject matter of this LOI for a period of Exclusivity period in days — e.g. 30 days from the date of this letter (the "Exclusivity Period"), unless this LOI is terminated or both Parties agree otherwise in writing.
Following acceptance of this LOI, the Parties agree to work in good faith to:
(a) share any information reasonably required to verify the basis for the proposed terms;
(b) negotiate and finalise a definitive agreement within Finalise agreement within — days, e.g. 30 or 60 days of this LOI; and
(c) complete any regulatory, internal approval, or other steps required to proceed.
Each Party agrees to keep the existence and terms of this LOI, and all information exchanged in connection with it, confidential and not to disclose it to any third party without the prior written consent of the other Party, except as required by law.
This LOI represents the current intentions of the Company and is not a legally binding agreement, except that the Exclusivity (if included), Confidentiality, and Governing Law clauses shall be legally binding upon signature by both Parties. The terms set out herein are subject to the negotiation and execution of a definitive agreement, and neither Party shall be obligated to proceed if a definitive agreement is not reached.
This LOI shall expire on Expiry Date if not accepted by the Counterparty by that date, or if a definitive agreement has not been entered into within the timeline stated in the Due Diligence and Next Steps clause above.
This LOI shall be governed by the laws of Governing law — state or jurisdiction.
We look forward to working with =[Recipient Organisation] and hope this LOI reflects the spirit of our discussions. Please confirm your acceptance by signing and returning a copy of this letter.
Yours sincerely,
=VALUE("Author.FullName")
Sender title or job title
=VALUE("Organization")
=VALUE("Author.EmailAddress")
Accepted and agreed:
| =[Recipient Organisation] |
| Signature: ___________________________ |
| Name: Recipient signatory name |
| Title: Recipient signatory title |
| Date: ________________________________ |
Letter of Intent — Proposed Acquisition
Strictly Confidential
[Date]
[Seller name]
[Seller title]
[Seller organisation or business name]
[Seller address]
Dear [[Seller Name]],
RE: Letter of Intent — Proposed Acquisition of [Target business name]
[VALUE("Organization")] (the "Buyer") is pleased to submit this Letter of Intent (the "LOI") in connection with its proposed acquisition of [[Target Business Name]] (the "Business") or its assets (the "Transaction"). This LOI reflects the Buyer's serious interest in proceeding and outlines the principal terms on which it intends to do so.
This LOI is non-binding in its commercial terms, except for the provisions expressly identified as binding below.
Parties
Buyer: [VALUE("Organization")], a [e.g. corporation, LLC] with its principal place of business at [Buyer address].
Seller: [Seller name or seller entity name], the owner(s) of [[Target Business Name]], with address at [[Seller Address]].
Proposed Transaction
Transaction Type
The Buyer proposes to acquire [e.g. all of the issued share capital of / substantially all of the assets and business of] [[Target Business Name]].
Purchase Price
The Buyer proposes to acquire the Business for a total consideration of [Currency and proposed purchase price] (the "Purchase Price"), subject to adjustment as described below and to the findings of due diligence.
Price Adjustments
The Purchase Price is subject to adjustment for [describe: working capital / net debt / net asset value at closing] in accordance with a mechanism to be agreed in the definitive agreement.
Payment Terms
The Purchase Price shall be paid as follows:
- [Amount or percentage payable in cash at closing] in cash at closing
- [Amount or percentage deferred or subject to earn-out] deferred / subject to earn-out, payable on [Payment terms or trigger for deferred amount]
Assets and Liabilities
The Transaction shall include [describe key assets included] and the Buyer shall [assume / not assume] the following liabilities: [describe].
Conditions to Closing
Completion of the Transaction is subject to the satisfaction of the following conditions:
(a) satisfactory completion of the Buyer's due diligence;
(b) execution of a definitive purchase agreement in form and substance acceptable to both Parties;
(c) [any required regulatory, lender, or board approvals]; and
(d) [any other material conditions].
Due Diligence
Following acceptance of this LOI, the Seller agrees to grant the Buyer and its advisers reasonable access to the financial, legal, operational, and other records of the Business for the purpose of conducting due diligence. The Buyer intends to complete due diligence within [Due diligence period in days — e.g. 45] days of the date of this LOI.
Exclusivity — Binding
In consideration of the time and costs the Buyer will incur in conducting due diligence, the Seller agrees that, for a period of [No-shop period in days — e.g. 60] days from the date of this LOI (the "Exclusivity Period"), the Seller shall not solicit, encourage, or enter into discussions or negotiations with any other party regarding the sale of the Business or any material part thereof. This clause is legally binding upon signature by both Parties.
Confidentiality — Binding
The existence and terms of this LOI and all information disclosed in connection with the due diligence process shall be kept strictly confidential by both Parties and shall not be disclosed to any third party without prior written consent, except as required by law. This clause is legally binding upon signature by both Parties and shall survive termination of this LOI.
Non-Binding Nature
Save for the Exclusivity, Confidentiality, Costs, and Governing Law clauses, this LOI is not legally binding and does not constitute a commitment to consummate the Transaction. Neither Party shall be obligated to proceed if a definitive agreement is not executed.
Costs
Each Party shall bear its own legal, financial advisory, and other costs incurred in connection with the Transaction and this LOI, unless otherwise agreed in the definitive agreement.
Governing Law — Binding
This LOI and the obligations expressly described as binding herein shall be governed by the laws of [Governing law — state or jurisdiction].
Expiry
This LOI shall expire on [Expiry Date] if not accepted in writing by the Seller prior to that date.
We look forward to working constructively with you toward completing this Transaction. Please confirm your acceptance by signing and returning a copy of this letter.
Yours sincerely,
[VALUE("Author.FullName")]
[Buyer representative title or job title]
[VALUE("Organization")]
[VALUE("Author.EmailAddress")]
Accepted and agreed:
| [[Seller Organisation]] |
| Signature: ___________________________ |
| Name: [Seller signatory name] |
| Title: [Seller signatory title] |
| Date: ________________________________ |
Strictly Confidential
Date
Seller name
Seller title
Seller organisation or business name
Seller address
Dear =[Seller Name],
RE: Letter of Intent — Proposed Acquisition of Target business name
=VALUE("Organization") (the "Buyer") is pleased to submit this Letter of Intent (the "LOI") in connection with its proposed acquisition of =[Target Business Name] (the "Business") or its assets (the "Transaction"). This LOI reflects the Buyer's serious interest in proceeding and outlines the principal terms on which it intends to do so.
This LOI is non-binding in its commercial terms, except for the provisions expressly identified as binding below.
Buyer: =VALUE("Organization"), a e.g. corporation, LLC with its principal place of business at Buyer address.
Seller: Seller name or seller entity name, the owner(s) of =[Target Business Name], with address at =[Seller Address].
The Buyer proposes to acquire e.g. all of the issued share capital of / substantially all of the assets and business of =[Target Business Name].
The Buyer proposes to acquire the Business for a total consideration of Currency and proposed purchase price (the "Purchase Price"), subject to adjustment as described below and to the findings of due diligence.
The Purchase Price is subject to adjustment for [describe: working capital / net debt / net asset value at closing] in accordance with a mechanism to be agreed in the definitive agreement.
The Purchase Price shall be paid as follows:
- Amount or percentage payable in cash at closing in cash at closing
- Amount or percentage deferred or subject to earn-out deferred / subject to earn-out, payable on Payment terms or trigger for deferred amount
The Transaction shall include [describe key assets included] and the Buyer shall [assume / not assume] the following liabilities: [describe].
Completion of the Transaction is subject to the satisfaction of the following conditions:
(a) satisfactory completion of the Buyer's due diligence;
(b) execution of a definitive purchase agreement in form and substance acceptable to both Parties;
(c) [any required regulatory, lender, or board approvals]; and
(d) [any other material conditions].
Following acceptance of this LOI, the Seller agrees to grant the Buyer and its advisers reasonable access to the financial, legal, operational, and other records of the Business for the purpose of conducting due diligence. The Buyer intends to complete due diligence within Due diligence period in days — e.g. 45 days of the date of this LOI.
In consideration of the time and costs the Buyer will incur in conducting due diligence, the Seller agrees that, for a period of No-shop period in days — e.g. 60 days from the date of this LOI (the "Exclusivity Period"), the Seller shall not solicit, encourage, or enter into discussions or negotiations with any other party regarding the sale of the Business or any material part thereof. This clause is legally binding upon signature by both Parties.
The existence and terms of this LOI and all information disclosed in connection with the due diligence process shall be kept strictly confidential by both Parties and shall not be disclosed to any third party without prior written consent, except as required by law. This clause is legally binding upon signature by both Parties and shall survive termination of this LOI.
Save for the Exclusivity, Confidentiality, Costs, and Governing Law clauses, this LOI is not legally binding and does not constitute a commitment to consummate the Transaction. Neither Party shall be obligated to proceed if a definitive agreement is not executed.
Each Party shall bear its own legal, financial advisory, and other costs incurred in connection with the Transaction and this LOI, unless otherwise agreed in the definitive agreement.
This LOI and the obligations expressly described as binding herein shall be governed by the laws of Governing law — state or jurisdiction.
This LOI shall expire on Expiry Date if not accepted in writing by the Seller prior to that date.
We look forward to working constructively with you toward completing this Transaction. Please confirm your acceptance by signing and returning a copy of this letter.
Yours sincerely,
=VALUE("Author.FullName")
Buyer representative title or job title
=VALUE("Organization")
=VALUE("Author.EmailAddress")
Accepted and agreed:
| =[Seller Organisation] |
| Signature: ___________________________ |
| Name: Seller signatory name |
| Title: Seller signatory title |
| Date: ________________________________ |
These templates are a starting point. Have a legal professional review any agreement before signing.
What's included
Each template auto-populates the following fields when used in WordFields:
- Date of the letter and expiry date
- Issuing party and counterparty names, titles, and addresses
- Purpose or description of the proposed arrangement or transaction
- Proposed commercial terms, fees, or purchase price
- Exclusivity period and no-shop duration (acquisition variant)
- Due diligence timeline and next-steps framework
- Governing law and jurisdiction
- Sender name, email, and organisation name (pulled from the logged-in user and workspace automatically)
When to use
Business Partnership / Vendor LOI: Use this template when your organisation wants to formally signal intent to engage a supplier, enter a commercial partnership, or begin a collaboration — before the time and cost of drafting a full contract is justified. The primary function here is alignment: getting both parties on record regarding the shape of the arrangement so that the subsequent contract negotiation starts from a shared reference point rather than from scratch. This is particularly useful in procurement, vendor onboarding, and agency engagement contexts where informal conversations have progressed to a point where both sides are ready to commit to good-faith negotiations. The LOI pairs naturally with a non-disclosure agreement issued at the same time to protect information shared during the discussion phase, and leads naturally into a service agreement once the formal terms are agreed.
Business Acquisition LOI: Use this template when your organisation is the buyer in a business acquisition and has completed enough preliminary assessment to propose a purchase price and deal structure. The acquisition LOI performs a specific operational function: it triggers the formal due diligence phase and — through the no-shop clause in Clause 5 — protects the buyer's position while that process is underway. The no-shop and confidentiality clauses are intentionally drafted as binding even though the commercial terms are not; this is standard market practice and the buyer's main protection during a period when they are investing significant time and cost. The document is structured as a letter from the buyer to the seller, which is the conventional format for acquisition LOIs. For teams that regularly evaluate acquisition targets, storing this template in a shared WordFields workspace ensures every LOI goes out to a consistent standard regardless of who on the team is leading the process.
Frequently asked questions
What is a letter of intent in business?
A letter of intent (LOI) is a document that outlines the preliminary terms of a proposed business arrangement before a formal contract is drafted. It signals that both parties are serious about proceeding and establishes a shared understanding of the key terms under discussion. LOIs are typically non-binding in most respects, though specific provisions such as confidentiality and exclusivity clauses are often made binding from the outset.
Is a letter of intent legally binding?
Most LOIs are intentionally non-binding in their commercial terms — they are a framework for negotiation, not a final agreement. However, specific clauses within an LOI, such as confidentiality obligations, exclusivity or no-shop provisions, and governing law, are commonly drafted as binding from the date of signing. The LOI should explicitly state which provisions are binding and which are not. A legal professional should review the document before it is signed.
What should be included in a letter of intent?
A business LOI should identify the parties, state the purpose and proposed terms of the arrangement, set out any exclusivity or no-shop provisions, include a confidentiality clause, specify a timeline for completing due diligence or finalising the formal agreement, and state clearly which provisions are binding. For an acquisition LOI, the proposed purchase price and deal structure are also essential inclusions.
What is the difference between a letter of intent and a memorandum of understanding?
In practice, the two documents serve similar purposes and are sometimes used interchangeably. An LOI tends to be used in the context of a proposed transaction — a purchase, acquisition, or commercial deal — and is typically structured as a letter from one party to the other. A memorandum of understanding (MOU) is more commonly used for partnerships, joint ventures, or collaborative arrangements, and is usually structured as a mutual agreement between the parties rather than a letter from one party to another.
What is a no-shop clause in a letter of intent?
A no-shop clause (also called an exclusivity provision) is a binding term in an acquisition LOI that prevents the seller from soliciting or entertaining offers from other buyers for a specified period. It gives the buyer time to complete due diligence without the risk of being outbid. No-shop periods typically run from 30 to 90 days. Violating a no-shop clause can expose the seller to damages claims, even if the LOI is otherwise non-binding.
When should a letter of intent be used instead of going straight to a contract?
An LOI is appropriate when the deal involves enough complexity or sensitivity that both parties need to confirm alignment on the key terms before investing time and legal fees in drafting a full contract. For acquisitions, an LOI gates the due diligence process. For partnerships and vendor arrangements, it creates a shared reference point that reduces the scope for disagreement when the formal contract is being negotiated. For straightforward service engagements, proceeding directly to a contract is usually more efficient.
How does WordFields help teams issue letters of intent consistently?
WordFields stores your LOI templates in a shared workspace so the whole team works from one approved version. Open the template, fill in the form — counterparty name, proposed terms, exclusivity period, and deadline — and download a completed Word document in seconds. No reformatting from scratch, no version confusion, and no risk of someone issuing an outdated template.
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