Letter of Intent Template
Nothing is final until the real contract is drafted, which makes the gap in between matter enormously. The terms that bridge that gap belong in a letter of intent template — recorded without binding either side.
Customize & DownloadLetter of Intent Template Sample
[1. Your Full Name] [2. Your Company Name] [3. Your Address]
[4. Date]
Dear [5. Recipient Name],
Subject: Letter of Intent regarding [6. Proposed Transaction]
We are pleased to submit this letter of intent expressing our interest in [7. Transaction Description] involving [8. Property or Business Description] (the “Subject Matter”). This letter outlines the principal terms under which we intend to proceed, and it is intended to serve as the basis for further negotiation.
Proposed Terms:
Purchase Price or Lease Terms: [9. Price or Lease Terms]
Estimated Closing or Start Date: [10. Closing or Start Date]
Key Conditions: [11. Conditions or Contingencies]
Due Diligence Period: [12. Due Diligence Period]
Binding Effect. Except for the provisions regarding confidentiality, exclusivity, and governing law set forth below, this letter of intent is non-binding and does not create any legal obligation on either party. No binding agreement shall exist unless and until the parties execute a definitive agreement.
Confidentiality. Both parties agree to keep the terms of this letter and all information exchanged during negotiations confidential, and this confidentiality obligation shall survive the termination of discussions.
Exclusivity. During the period of [13. Exclusivity Period], the party receiving this letter agrees not to negotiate or enter into any competing transaction regarding the Subject Matter with any third party.
Governing Law. This letter shall be governed by the laws of the State of [14. State].
If these terms are acceptable, please sign below to confirm your agreement to the non-binding provisions of this letter. We look forward to moving this transaction forward.
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What's Included
6 provisionsThis template is provided for informational purposes only and is not legal advice. Letter of intent enforceability varies by state and context; consult an attorney before use.
How to Use
Draft the preliminary letter
The template follows 2026 LOI practice, structured around non-binding preliminary terms.
Enter the deal terms
Add the parties, transaction, price or lease terms, timeline, conditions, and exclusivity period.
Share for negotiation
Preview the letter and download it as Word or PDF to send to the other party.
Frequently Asked Questions
Is a letter of intent legally binding?
Usually not, except for the clauses that say they are binding — typically confidentiality, exclusivity, and governing law. The rest is a non-binding expression of intent.
What is the difference between an LOI and a purchase agreement?
An LOI summarizes the key business terms before drafting. A purchase agreement is the definitive, binding contract that replaces the LOI once both parties sign.
Does an LOI need a due diligence period?
It should include one — the window for inspections, financial review, and title checks. A clear period protects the buyer from committing to unknown risks.
Can an LOI be used for a lease instead of a purchase?
Yes. Commercial leases often start with an LOI covering rent, term, tenant improvements, and concessions before the formal lease is drafted.
