M&A Letter of Intent
Non-Binding Framework With Limited Binding Covenants
Letter of Intent Template
Letter of Intent for the Acquisition of [custom.targetCompany] by [sender.company]
Legal
Letter of Intent Template
Signal serious intent before the full contract is drafted with a letter of intent business document that outlines the deal's key terms in one place.
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1. Letter Header & Preamble
Subject
Letter of Intent for the Acquisition of Sample Target, Inc. by Example Buyer, Inc.
Opening Statement & Recitals
This Letter of Intent (this "LOI") sets forth the preliminary understanding of Example Buyer, Inc. regarding a proposed acquisition of the outstanding shares, assets, or other equity interests of Sample Target, Inc., as may be mutually agreed by the parties following due diligence and definitive documentation.
By this LOI, Example Buyer, Inc. expresses its interest in commencing and continuing substantive negotiations with Sample Target, Inc. in good faith concerning the proposed transaction. The parties acknowledge that this LOI is intended solely to outline the principal business terms under consideration, except for those provisions expressly stated herein as binding.
2. Core Proposed Terms
Timeline
- Financial & Valuation Diligence Start Date: October 5, 2026.
- Operational Diligence & On-site Visits: October 12, 2026.
- Definitive Agreement Drafting Commencement: October 26, 2026.
Due Diligence Process & Access
Sample Target, Inc. shall provide full cooperation to Example Buyer, Inc. and its legal, accounting, tax, financing, and operational advisors in connection with due diligence. Such cooperation shall include timely access to financial, accounting, operational, commercial, legal, regulatory, employment, intellectual property, and tax records, together with reasonable access to management personnel, facilities, systems, and other materials relevant to the evaluation of the proposed transaction.
All non-public information exchanged in connection with the proposed transaction shall remain subject to the existing Non-Disclosure Agreement dated September 15, 2026. The parties acknowledge that diligence materials disclosed pursuant to this LOI are protected under that agreement and may be used solely for purposes of evaluating and negotiating the contemplated acquisition.
Real & Effective Acquisition / Good-Faith Negotiation
Subject to the results of due diligence and mutual agreement on final terms, the parties shall negotiate in good faith toward a definitive purchase agreement reflecting the structure, pricing, representations, warranties, covenants, conditions, and closing deliverables appropriate for the transaction.
Definitive Purchase Agreement
The parties agree that any final and binding obligation to consummate the proposed acquisition shall arise only upon the execution and delivery of a definitive Purchase Agreement. Until such definitive agreement has been executed, all prior oral statements, written correspondence, draft provisions, and negotiation materials relating to the acquisition shall remain non-binding except as expressly provided in this LOI.
3. Operational & Governance Clauses
Conduct in Ordinary Course
From the date of this LOI until the earlier of termination of discussions or execution of a definitive Purchase Agreement, Sample Target, Inc. shall operate its business in the ordinary course consistent with past practice and shall not, without the prior written consent of Example Buyer, Inc., take any action that would reasonably be expected to result in a material adverse change in its assets, liabilities, operations, financial condition, customer relationships, key personnel status, or business prospects.
Employment Contracts
As a condition to closing, certain key executives and employees of Sample Target, Inc., as identified by Example Buyer, Inc. in the course of due diligence and negotiation, shall enter into employment or retention agreements in form and substance reasonably satisfactory to Example Buyer, Inc. for a minimum term of 2 years.
Expenses & Limitation of Liability
- Each party shall bear its own legal, accounting, advisory, financing, diligence, and transaction-related expenses incurred in connection with the proposed acquisition.
- Neither party shall have any liability to the other for reimbursement of costs, lost opportunity, expectation damages, reliance damages, or other claims arising out of the negotiation, preparation, or non-consummation of the proposed transaction, except in the case of a breach of any provision of this LOI expressly stated to be binding.
- No party shall be liable for the other party's internal or external transaction expenses solely by reason of entering into, negotiating, or terminating this LOI.
Public Announcements
Neither party shall issue any press release, make any public announcement, or otherwise disclose the existence or terms of the proposed transaction without the prior written consent of the other party, except where disclosure is required by applicable law, regulation, or court order, and then only after giving advance notice to the extent legally permissible. Notwithstanding the foregoing, either party may disclose information concerning the proposed transaction to its attorneys, accountants, lenders, financing partners, and other professional advisors on a confidential need-to-know basis.
4. Binding Exclusivity & Confidentiality
Exclusive Negotiating Rights
In consideration of the time, cost, and effort to be expended by Example Buyer, Inc. in connection with due diligence, valuation, financing, and documentation, Sample Target, Inc. agrees that, for a period of 45 days from the date of execution of this LOI, neither Sample Target, Inc. nor any of its shareholders, directors, officers, employees, representatives, agents, or advisors shall, directly or indirectly, solicit, encourage, initiate, continue, entertain, negotiate, or accept any inquiry, proposal, offer, or discussion relating to any acquisition, merger, sale of stock, sale of assets, recapitalization, or other extraordinary transaction involving Sample Target, Inc. or any material portion of its business.
- Sample Target, Inc. shall immediately cease all existing discussions or negotiations with any third party relating to a competing acquisition proposal.
- Sample Target, Inc. shall promptly notify Example Buyer, Inc. of any unsolicited third-party contact, inquiry, or proposal relating to a possible acquisition transaction during the exclusivity period.
- The exclusivity obligations in this section are intended to be binding and specifically enforceable.
Confidentiality Reference
The parties reaffirm their ongoing obligations under the Non-Disclosure Agreement dated September 15, 2026. In addition, Example Buyer, Inc. shall be permitted to share diligence materials and other confidential transaction information with its equity sponsors, lenders, debt financing sources, and related advisors, in each case on a confidential need-to-know basis for purposes of evaluating, structuring, underwriting, or funding the proposed transaction.
5. Transaction Overview & Initial Valuation Offer
Component | Description |
Total Purchase Price | $12,000,000 |
Equity Consideration | $9,000,000 for 100,000 company shares |
Asset Consideration | $3,000,000 for specified business assets |
Transaction Structure | Stock purchase, asset purchase, merger, or other mutually agreed structure as set forth in the definitive Purchase Agreement |
6. Legal Disclaimers & Execution
Miscellaneous
- This LOI shall be governed by and construed in accordance with the laws of Travis County, Texas, without regard to conflict-of-law principles.
- This LOI constitutes the entire preliminary understanding between the parties with respect to the subject matter hereof and supersedes all prior oral and written discussions, indications of interest, and preliminary communications regarding the proposed acquisition.
- This LOI may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.
If the foregoing accurately reflects the parties' mutual understanding of the preliminary framework for the proposed transaction, please indicate acceptance by signing below as of the dates set forth beneath the respective signatures.
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Letter of Intent Template Overview
Big deals rarely start with a full contract. This letter of intent template gives you a structure for naming the parties, outlining the proposed terms, and setting a timeline for moving to a binding agreement, so a business LOI captures where negotiations stand without committing either side to the final terms just yet.
A written LOI keeps momentum going while the details get finalised. One link puts it in front of both sides, sign-off confirms the intent is mutual, and the record becomes the basis for the contract that follows.
What's Included
Everything you need to create a professional proposal
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How to Use This Template
Get started with your professional proposal in just a few simple steps
1
Choose Template
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2
Customize Content
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3
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Who Benefits From Letter of Intent Template?
Founders, dealmakers, and business development teams use a letter of intent to move a negotiation forward on paper.
Founder
Signal serious interest to an investor or acquirer before legal counsel gets involved in drafting the full agreement.
M&A Advisor
Document the proposed terms of a deal early, giving both sides a reference point during due diligence.
Business Development Lead
Use a LOI template to formalise interest in a partnership before the detailed contract negotiation begins.
Real Estate Broker
Capture a buyer's intent and proposed terms on a property before moving to a formal purchase agreement.
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Frequently Asked Questions
Everything you need to know about using this template
It should name the parties, outline the proposed terms of the deal, note whether the letter is binding or non-binding, and set a timeline for finalising the full agreement. A letter of intent template gives you these sections ready to fill in.
Yes. Letter of intent and LOI refer to the same document, and this template works under either name.
Yes. Start with a prompt describing the proposed deal. The AI returns a drafted letter of intent in your branding, ready to edit.
Yes. Add a clause stating which sections, if any, are binding, since most letters of intent are non-binding outside of confidentiality and exclusivity terms.
Yes. No need to export or use another tool. Signing happens in the document, and the status, date, and confirmation email follow automatically.
Yes. Treat this as a master version. Duplicate it whenever a new deal comes up and adjust proposed terms.
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