Free template · Business

Letter of intent template

Short answer

A letter of intent, or LOI, sets out the main terms two parties have agreed in principle before they sign a final contract, such as a business purchase, a lease or a supply deal. Most of it is not binding, but confidentiality, exclusivity and costs usually are. This template is free to fill in and download as a PDF, and you can send it for e-signature in Sign PDF with each party's boxes placed for you.

Updated 25 October 2026

What's in this letter of intent

The full text. Words in brackets are filled in from the form above.

1. Purpose. This letter of intent, dated [Date of letter], records the main terms on which [Party A name] (Party A) and [Party B name] (Party B) intend to negotiate a final agreement.
2. Proposed transaction. The parties intend the following transaction: [Proposed transaction].
3. Price and payment. The proposed price and payment terms are: [Price and payment].
4. Conditions. Any final agreement is expected to depend on the following: [Conditions].
5. Due diligence. Party B will give Party A and its advisers reasonable access to the information, records and people Party A reasonably needs to assess the transaction.
6. Timetable. The parties will negotiate in good faith with the aim of signing a final agreement by [Target date for final agreement].
7. Non-binding terms. Except for the clauses below headed Confidentiality, Exclusivity, Costs, Ending this letter and Governing law, this letter is not legally binding. No party is obliged to complete the transaction unless and until a final written agreement is signed, and either party may end negotiations at any time.
8. Confidentiality. Each party will keep confidential the existence and terms of this letter and all non-public information received from the other, and use it only to assess and negotiate the transaction. This clause is binding and survives the end of this letter.
9. Exclusivity. For [Exclusivity period in days] days from the date of this letter, Party B will not seek, encourage or negotiate any offer from anyone else for the business or assets covered by the proposed transaction. This clause is binding.
10. Costs. Each party will pay its own costs in connection with this letter and the proposed transaction, whether or not it completes. This clause is binding.
11. Ending this letter. This letter ends on the earlier of the signing of a final agreement, written notice by either party ending negotiations, or the target date above unless extended in writing. The Confidentiality and Costs clauses continue after it ends. This clause is binding.
12. Governing law. This letter is governed by the laws of [Governing law], and the courts of that place have jurisdiction over any dispute arising from it. This clause is binding.
Signed by: the Party A, the Party B, each with a signature, printed name and date.

When to use a letter of intent

Use it once the headline terms are agreed and before the lawyers draft the full contract: buying or selling a business or its assets, a commercial lease, a joint venture, a large supply or distribution deal. It gets both sides committed to the same picture of the deal and sets a timetable.

It is also how a buyer secures a period of exclusivity, so the seller stops talking to others while due diligence runs.

Binding and non-binding parts

The most important thing in an LOI is saying clearly which parts bind and which do not. A single line saying 'this letter is not binding' is not enough, and courts look at the whole letter and how the parties behaved.

Not binding: the proposed deal, price, conditions and timetable. Either side may walk away before the final contract.
Binding: confidentiality, exclusivity for a fixed number of days, each side paying its own costs, the right to end the letter, and governing law.

How to adapt it

Describe the deal and the price structure as precisely as you can: cash or shares, deferred payments, earn-outs, what assets or liabilities are included. List the conditions, such as satisfactory due diligence, financing, landlord consent or board approval. Keep exclusivity short enough to be realistic, often 30 to 90 days.

This template is a starting point, not legal advice. A letter of intent for a business sale or large transaction should be reviewed by a lawyer before it is signed, because poorly drafted LOIs can become binding.

Getting the letter of intent signed

Fill in the boxes above and download the letter of intent as a PDF, free and with no account. To get it signed, send it from Sign PDF: the signature, name and date boxes for Party A and Party B are already placed and labelled, so you only add each signer's email.

Each signer opens an email link, confirms a six-digit code sent to their inbox and signs in the browser on a phone or laptop, with no app and no account. When the last person signs, the boxes are written into the PDF, a certificate of completion is added at the end, and the file is sealed with a digital signature and a timestamp so any later change shows.

The Light plan at $5 a month covers 2 documents a month. The Full plan at $10 a month has no limit and lets you save this document as a template, with a signing order and reminders.

Questions people ask

Is a letter of intent legally binding?

Usually only in part. This template makes the commercial terms non-binding and the confidentiality, exclusivity, costs and governing law clauses binding, and says so plainly.

What is the difference between an LOI and an MOU?

They are similar. An LOI usually points towards a specific transaction, such as a purchase, with a timetable and exclusivity. An MOU often records a working relationship or cooperation between organisations.

How long should exclusivity last?

Long enough to finish due diligence and draft the contract. 30 to 90 days is common for small business sales.

Upload a document and watch the boxes land

See every signature, initial and date box placed before you sign up. Sending starts at $5 a month, monthly, cancel any time.

Upload a document