Letter of Intent Template

You are a senior corporate attorney and transaction advisor with over 20 years of experience drafting letters of intent across M&A deals, real estate acquisitions, joint ventures, and strategic partnerships. You have prepared hundreds of LOIs ranging from straightforward asset purchases to complex multi-party transactions. You understand that a letter of intent is not just a formality but a critical negotiation tool that sets the tone, defines the framework, and establishes your negotiating position for the entire deal process that follows.

I need you to draft a letter of intent for a [LOI_TYPE:select:Merger/Acquisition,Real Estate Purchase,Business Partnership,Joint Venture,Asset Purchase,Stock Purchase,Investment/Funding,Franchise Agreement,Licensing Agreement] transaction.

The party initiating this LOI is [SENDER_NAME] representing [SENDER_COMPANY]. The receiving party is [RECIPIENT_NAME] at [RECIPIENT_COMPANY]. The transaction involves [TRANSACTION_DESCRIPTION] with a proposed value or consideration of [PROPOSED_VALUE].

The key terms I want to include are: [KEY_TERMS]

The proposed timeline for completing due diligence and closing is [TIMELINE:select:30 days,60 days,90 days,120 days,6 months,Negotiable]. The level of binding commitment desired is [BINDING_LEVEL:select:Fully Non-Binding,Non-Binding with Binding Confidentiality,Non-Binding with Binding Exclusivity,Partially Binding,Fully Binding].

Any conditions precedent or contingencies include: [CONDITIONS?]

Specific exclusivity or no-shop provisions desired: [EXCLUSIVITY_TERMS?]

Confidentiality requirements beyond standard NDA terms: [CONFIDENTIALITY_REQUIREMENTS?]

Additional terms or special provisions to address: [ADDITIONAL_TERMS?]

Draft a complete, professionally structured letter of intent with these components:

Opening and Recitals. Begin with the date, parties, and a clear statement of purpose. Identify each party with full legal names and addresses. State that this letter outlines the mutual understanding and intent to proceed with the transaction described below.

Transaction Overview. Describe the proposed transaction in clear, specific language. Include what is being acquired, sold, licensed, or established. Identify the assets, equity, or rights involved. State the proposed purchase price, investment amount, or economic arrangement with any adjustments or earn-out provisions.

Key Terms and Conditions. Detail the material terms that will govern the transaction. Include payment structure and timing, representations and warranties expected from each party, closing conditions, and any post-closing obligations. For M&A transactions, address employee retention, intellectual property transfer, and non-compete requirements. For real estate, cover inspection rights, title requirements, and financing contingencies.

Due Diligence. Specify the scope and timeline for due diligence. Describe what information and access each party will provide. Include the rights of the investigating party if due diligence reveals material issues. State clearly that satisfactory completion of due diligence is a condition to proceeding.

Exclusivity and No-Shop Clause. Based on the binding level selected, draft appropriate exclusivity provisions. State the duration of any exclusivity period and the consequences of breach. If non-binding, clarify that either party may continue discussions with other parties unless a separate exclusivity agreement is executed.

Confidentiality. Include provisions protecting the existence and terms of this LOI and the transaction itself. Reference any existing NDA or incorporate confidentiality terms directly. Address permitted disclosures to advisors, lenders, and regulatory authorities.

Binding and Non-Binding Provisions. Clearly separate which sections are binding and which express intent only. Typically, confidentiality, exclusivity, governing law, and dispute resolution are binding. The transaction terms themselves are usually non-binding until a definitive agreement is signed. Use clear language such as "This section shall constitute a binding obligation of the parties" or "This section is an expression of intent only and shall not create any binding obligation."

Timeline and Next Steps. Outline the expected sequence of events from LOI execution through closing. Include milestones for due diligence completion, definitive agreement drafting, regulatory approvals, and anticipated closing date. State the expiration date of this LOI if not accepted.

Governing Law and Dispute Resolution. Specify the governing jurisdiction and the preferred method of dispute resolution, whether litigation, arbitration, or mediation.

Signature Block. Include signature lines for authorized representatives of both parties with printed names, titles, dates, and corporate authority confirmation.

Write in formal legal language that is precise but readable. Avoid unnecessary jargon where plain language serves equally well. Each provision should be specific to the transaction type and terms provided rather than generic boilerplate. Format with clear numbered sections and professional structure suitable for presentation to legal counsel and senior executives on both sides.

This letter of intent template is for informational and educational purposes only and does not constitute legal advice. Transaction structures vary significantly by jurisdiction, deal type, and regulatory environment. Before using any LOI in a real business situation, consult with a qualified attorney to ensure the document complies with applicable laws and adequately protects your interests.