A letter of intent is a one-way proposal — usually from a prospective buyer to a counterparty — that outlines the terms of a possible transaction (price, structure, timeline) and signals serious intent to move to due diligence and a definitive agreement. The commercial terms are expressly non-binding, except for specific carve-outs — exclusivity, confidentiality, and expenses — that bind the moment both parties sign. Download the ready-to-fill template below, or read the full checklist first.
A complete, ready-to-fill PDF — 10 clauses, blanks for every detail, and a signature block for both parties. Free, no email, no account. Read it and adapt it before you use it; the cover page explains what it can and cannot do for you.
Need the other party to sign it too? Send it for signature with a full audit trail and a tamper-evident seal on the finished file — they never need an account. See pricing.
This document is a general-purpose template provided for information only. It is not legal advice, it does not create a lawyer–client relationship, and nobody has reviewed it against your situation.
Laws differ by country, state and province, and they change. A clause that is standard in one place can be unenforceable — or illegal — in another. Terms that are ordinary between two businesses can be void in a consumer or employment context.
Read every clause before you use it, fill in every blank, and delete anything that does not apply. For anything high-value, unusual, or that you could not afford to lose a dispute over, have a qualified lawyer in your jurisdiction review it before it is signed.
Proposing Party & Recipient
Full legal names and addresses of the party putting forward the proposal and the party receiving it. An LOI is written FROM one party TO the other, not as a joint statement.
Statement of intent
A plain statement that the Proposing Party intends to pursue the transaction, subject to diligence and a future Definitive Agreement — not an offer someone can simply accept to form a contract.
Outline commercial terms
Proposed price or consideration, deal structure, key conditions (financing, approvals, diligence), and a target timeline — the terms a Definitive Agreement would later formalize.
Non-binding effect clause
An explicit statement that the outline terms are NOT binding and that neither party must proceed — the single most important clause in the document, and the one most templates get vague about.
Exclusivity / no-shop period (binding)
A defined period during which the Recipient agrees not to shop the deal to other buyers or start competing talks — this clause, unlike the commercial terms, is binding once signed.
Confidentiality (binding)
Protects information exchanged during due diligence — usually binding regardless of whether the deal closes, and it often survives after the LOI itself expires.
Expense allocation (binding)
A default rule that each side pays its own legal, accounting and advisory costs win or lose — so nobody assumes the other side will cover diligence costs if the deal falls through.
Expiration of the letter
A fixed date the LOI (and the exclusivity period with it) lapses if no Definitive Agreement is signed by then — an LOI is meant to be short-lived, not an open-ended standstill.
Signatures
Both parties sign — not because they are agreeing to the commercial terms, but to accept the binding exclusivity, confidentiality and expense provisions.
An LOI's whole job is to let two parties agree on a proposed deal shape without either one committing to close it. The price, the structure, the timeline — all of it stays non-binding until a Definitive Agreement is negotiated and signed. Either side can walk away from the commercial terms at any point, for any reason, without owing the other anything for doing so.
That's deliberately different from exclusivity, confidentiality and expenses. Those clauses bind the moment both parties sign — because they protect the diligence process itself, not the outcome of it. A buyer spending weeks and real money investigating a target needs the seller locked out of shopping the deal elsewhere during that window; both sides need whatever gets shared during diligence kept quiet; and both need a clear rule on who pays if talks collapse. None of that depends on whether the deal ever closes.
This is also what separates a letter of intent from a memorandum of understanding, its closest relative: an MOU is a joint statement of shared understanding both parties already hold, while an LOI is written as a one-way proposal — one party's terms, put to the other, as the opening move toward diligence and a real contract.
Fill in the outline terms and the binding-clause details above, then send it to the other party for signature. They sign online and never need an account, and the finished file comes back sealed with an audit certificate showing who signed, when, and from where.
Free plan: sign and send 3 documents a month, no card required. Unlimited documents and recipients start at $19/month.