Business
Letter of Intent (LOI)
A mostly non-binding LOI outlining key deal terms, with binding exclusivity and confidentiality.
Template
LETTER OF INTENT
[DATE]
This Letter of Intent ("LOI") is between [PARTY A] and [PARTY B] regarding [proposed transaction].
1. PROPOSED TRANSACTION. The parties intend to [acquire / purchase / partner] on the following principal terms: [price], [structure], [key terms].
2. DUE DILIGENCE. Party B may conduct due diligence for [30] days with reasonable access to records.
3. EXCLUSIVITY (BINDING). For [30] days, the parties will negotiate exclusively and will not solicit competing offers.
4. CONFIDENTIALITY (BINDING). The existence and terms of these discussions are confidential.
5. NON-BINDING. Except for Sections 3 and 4, this LOI is non-binding, creates no obligation to complete the transaction, and is subject to a definitive written agreement.
6. EXPENSES. Each party bears its own costs.
7. GOVERNING LAW. [STATE].
PARTY A: _____________________ DATE: __________
PARTY B: _____________________ DATE: __________
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This free template is provided by ClauseAudit for general informational purposes and is not legal advice. Have it reviewed before use. Replace all [BRACKETED] placeholders.Want to check if a contract is fair before you sign?
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This free template is general information, not legal advice. Have it reviewed before use.