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What Is a Letter of Intent & How to Write One (with Examples)

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Learning how to draft a Letter of Intent (LOI) and outline your terms is essential to developing a business mindset. These letters are common for new graduates and job seekers alike, but how do you summarize your intentions accurately and concisely in an LOI? 

We’ll help you understand the most important rules for crafting an LOI to outline your experiences and express interest in the company.

What Is a Letter of Intent?

Letters of Intent are helpful in business dealings to outline each party’s intentions, the transaction’s goal, and any provisions in place before a deal is officially confirmed. 

An LOI is not just used in the business sector, though. Parents could write one to outline their expectations for their children should they both pass away unexpectedly. While not legally binding, family court judges will consider LOIs of this sort when making decisions regarding those children.

For a lot of people, an LOI is used to express interest in a job, much like a cover letter, to outline their skills and expertise and their interest in working for the employer. These types of letters are also known as letters of interest.

Letters of intent are helpful for job applicants who are applying for a job that doesn’t have a glaring “Now Hiring” sign outside their front door and is a good idea for new graduates to start drawing interest in their capabilities. 

“Ask, and you shall receive” is the motto of the business world. If you advertise your skills and experience and build a business network , you set yourself up to find the best job. Don’t be deterred if a company is not hiring and realize you may need to send out dozens of LOIs before you get a nibble; this is just part of the game.

After all, if a company currently has no vacancies, it takes the hiring manager two minutes to respond courteously, “Thank you for your application, but we are not accepting new candidates at this time.” In other words, don’t feel anxious that you may be wasting a company’s time with your LOI inquiry.

The more LOIs you write, the more likely you are to strike a chord with a company whose interests align with your own and who is willing to follow up with the interview process.

The Key to Writing a Quality Letter of Intent

Letters of intent are useful when submitting resumes at a job fair, researching suitable employers for your skillset, or applying for a job when no job posts are listed. The goal is to outline your skills, express your interest in working for the company, and submit a call to action. 

Remember, depending on your skill set, you may need to send out dozens, if not hundreds, of LOIs before you get a response. However, crafting a solid LOI with all the right components will likely land you an interview.

The Greeting

Always include a greeting in your LOI. A standard greeting like “Dear hiring manager” or “Hello” works well. If you know the name of the individual responsible for hiring, addressing them by name is a good marker of respect and showcases your professionalism.

Introduction

After your precursory greeting, your next goal is to introduce yourself. When preparing for this crucial beginning, consider the following questions:

• Why are you writing to this employer? 
• How does your skill set align with their company goals?

Ensure that you provide the hiring manager with a good understanding of who you are, why you’re writing the letter, and your intention. This is your first impression, so take the time to make it a good one.

Here is an example of a suitable introduction for a letter of intent: 

“Dear hiring manager,

My name is John Davis, and I’m a technical writer who recently graduated from the University of California with my bachelor’s degree in English. WordSmith Inc. has a wide range of impacts on the world with an admirable sense of ethics. Please consider my application for employment in your technical writing department.”

Body Paragraphs

Now that you have a solid intro outlining your intentions, it’s time to move on to the body paragraph, which should include all your relevant achievements, experience, and values. 

Consider the following example:

“While attending the University of California, I participated in numerous opportunities that helped develop my craft, such as serving as a staff writer for the university’s technical department. As part of my responsibilities, I conveyed complex topics into digestible articles using my computer electronics expertise. In addition, I have taken several courses on content marketing and am familiar with SEO mechanics and practices.”

Feel free to outline any extracurricular activities related to your skill set and briefly touch on your academic achievements; your primary goal is to sell yourself to the hiring manager.

Call to Action

Finally, include a robust call to action to give the hiring manager a reason to call back. Convey your interest in the company once more and reiterate the assets you bring to the table:

“Given WordSmith’s excellent reputation for high-quality technical writing, my skill set would make me a valuable part of the team. If you need entry-level technical writers, please consider me for any available positions.”

Closing Line and Signature

Wrap up your email with a brief closing line and your signature. Something as simple as “Sincerely” or “Thank you” is acceptable, but you could also use “Thank you for your time” or “Thank you for your consideration.” 

On the following line, type your name as a digital signature. Provide your contact information below, including your phone number and email address, or include it as part of your closing paragraph. It is also a good idea to attach your resume to an LOI so that a hiring manager can review your achievements, education, and other qualifications.

Once you’ve completed your email, review it carefully for errors. Sometimes reading your letter out loud can help you detect problems in your writing, so doing so can help you make appropriate revisions to ensure your letter is as effective as possible.

Letter of Intent Template

Dear Mr. Reginald Davis,  My name is Michael Fields, an art teacher with three years of experience at the secondary education level. I have recently moved into the area and am interested in working for Manatee Heights School District. Please consider my employment application.  From my background in education and experience teaching seventh grade at Aloysius Junior High, I understand the value art has for students, giving them an outlet to express their creativity while teaching them how to work independently and with others. I have excellent classroom management skills and easily build rapport with students, providing instructional and fun lessons. As I have three children, I understand the importance of a solid educational foundation.  Your school system embodies the same qualities I hold dear, so I believe we would make an excellent match. I would love to further discuss my qualifications with you. You may reach me at [email protected] or by phone at 555-5555.  I appreciate your time and consideration! Regards, Michael Fields

The Bottom Line

Sending out a letter of intent is a great way to put out a few feelers for jobs in your area. Following this template, you are much more likely to get a callback from a candidate employer and give yourself the best chance to land the job you seek. 

Remember, if the company does not currently have an opening for a position that fits your talents, they may store your letter in their candidate file if they like what they see in you. If so, you may hear from them when an opening becomes available. The key to success is to remain patient, keep an open mind, and stay vigilant.  

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Business Letter of Intent

Letter of intent generator.

One of the many secrets that prosperous entrepreneurs have for their success is their constant lookout for business opportunities. When good possibilities like joint ventures, project collaborations, business partnerships , or other lucky chances present themselves, they look into them right away. It is during these instances that you need to ready a letter of intent (LOI). It serves as a business proposal , professional application, or formal request to have an arrangement with another corporate entity, whether a small business or an established one. Not to mention, using rental or lease properties also needs such a document , considering that they can be classified as a business transaction. So, don’t waste time and draft one now with our relevant article and examples below!

13+ Business Letter Of Intent Examples

1. letter of intent acquisition of business.

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Size: A4 & US

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What Is a Business Letter of Intent?

A business LOI is a letter that is sent from an individual or organization to another person with the intention to get into a business transaction. Once the receiving party acknowledges the letter and engages in the expressed intention, they can proceed in making a legally bindingagreement or legal contract . In one of Capobianco Law Offices’s web articles, it was pointed out that one of the many importance of an LOI is that it provides both the sender and receiver the time to do a test-run on the proposed business . Since the document is non-legally binding, either of the two can break away from the proposal if things do not go well during the trial.

LOI Writing Tips

Formal letters are never easy to compose. The writers of such documents need to balance technical writing with creative writing, which only means that its content must be easily understandable while incorporating a persuasive quality. To help you with those, here are some tips for making an effective LOI.

1. Give accurate information . Considering that LOI’s are business letters , every detail that you instill must be correct. A minor mistake will confuse the other party. 2. K.I.S.S. An LOI has to be short and simple, including only the most important particulars of your offer. 3. Hire a lawyer. Lawyers are experts in complying with legal standards, even with paperwork. Though it can be costly, doing so has numerous advantages. 4. Stay professional. It was established that an LOI has to be persuasive. However, you must not forget about its business-related purpose. Therefore you have to maintain the professionalism of your content’s tone.

How to Create a Business Letter of Intent

Just like any other business documents, the business LOI follows both a standard formal letter format and content. With the writing tips already provided above, here’s an outline of the letter’s standard content.

1. Make an Introduction

Any form of letter should start with an introduction. For business LOIs, the introduction must consist of a brief statement of the problem and another statement on how your party can give the solution. In those statements, insert the basic information of the involved parties.

2. Describe the Intentions

In this section, put the purpose of your letter and explain it briefly. If you are selling or buying a service or product, also expound the details of each, such as its price. Take note that other transactions, like sponsorship proposals , fundraising proposals , and other project proposals are still highly applicable.

3. Summarize the Contingency Plan

Include in your letter the quick run-through of what will happen if your letter’s offer has been recognized and accepted. In other words, you have to provide a summary of your contingency plan . As mentioned above, the letter will be escalated to the making of agreement or contract. However, you have the option to do another activity on the business agenda .

4. Explain Due Diligence

In continuation of the presentation of your contingency stipulations, you have put into detail the future legal requirements. The said requirements pertain to the records that you will be using as a reference, such as profit and loss statements , invoices, and other useful documents in both you and the other party’s data inventory .

5. Mention Other Binding Documents

Before getting into an actual business with another corporate body, you have to go through many processes. Each process may include various agreements, including the non-disclosure agreement or data confidentiality agreement , which protects your entire undertaking’s content.

6. Clarify the Letter’s Status

Make it known to the other party that the letter is nonbinding. This is important to give the other party ease of mind, providing them enough time to rethink their decisions in getting involved with your party. Because of it, you can build up their trust.

7. Indicate the Time Frame

One of the most important elements in your LOI is the effectivity and the closing date of your proposed business deal.

How long should an LOI be?

An LOI should be at least three pages. The first page should summarize the entire proposal, while the other two should thoroughly explain the different aspects.

What are the different types of LOI?

LOI’s are distinguished according to their purpose or intentions. They can be an LOI for jobs and careers, business transactions, foundation and grant funding, as well as educational and academic pursuits.

What is a letter of acceptance?

A letter of acceptance is a response to an invitation, offer, or proposal. Its main function is to notify the invitation, offer, or proposal sender on the receiving organization’s positive response.

The world of business is bombarded with bureaucracy. However, it was made as such to make sure that any undertaking and procedure will have a positive outcome. A good example of this is a business transaction where you have to produce an LOI before proceeding in making another set of documents. Thanks to this type of system, the LOI is considered very important paperwork in business. It marks the start of a good business relationship. If made according to its standards, it can be very effective in grabbing the golden opportunity to do a profitable business. But if made poorly, the maker will receive nothing more than wasted time, effort, and resources.

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Create a letter of intent for applying to a specialized high school program

Formulate a letter of intent for a student seeking admission to an honors college.

Letter of Intent Sample for Business: Free & Customizable

In this guide, I’ll share my unique experience and insights to help you write a letter of intent (LOI) for your business dealings. Including customizable templates .

Key Takeaways

• Understand the Purpose : A Letter of Intent outlines your intentions for a business transaction, serving as a foundation for negotiations.
• Be Clear and Concise : Ensure your LOI is straightforward, detailing the key aspects of the deal without unnecessary complexity.
• Personalize Your LOI : Tailor your LOI to the specific scenario and the party involved, reflecting your understanding and commitment to the potential deal.
• Include Essential Elements : Cover all critical components such as the parties involved, the nature of the deal, terms, and conditions, and any contingencies.
• Seek Legal Counsel : Always consult with a legal professional to ensure your LOI protects your interests and is legally sound.

Step-by-Step Guide to Writing a Letter of Intent for Business

Step 1: start with a clear introduction.

Begin your LOI by introducing yourself and your company. Clearly state the purpose of the letter and the nature of the business deal you are proposing. For example:

“I am Janet Jackson, CEO of XYZ Corporation, and this Letter of Intent serves to express our interest in acquiring ABC Enterprises.”

Step 2: Detail the Transaction

Outline the specifics of the deal, including the type of transaction (e.g., acquisition, merger, partnership), the scope of the agreement, and the key terms you’re proposing. Be as specific as possible to avoid ambiguity.

Step 3: Discuss the Terms and Conditions

Highlight the essential terms and conditions of the proposed deal. This may include the purchase price, payment terms, due diligence process, and any other critical elements relevant to the transaction.

Step 4: Address Confidentiality and Exclusivity

If applicable, include clauses related to confidentiality and exclusivity. This ensures that the details of the deal and negotiations remain private and that both parties are committed to negotiating in good faith.

Step 5: Include Contingencies

Outline any contingencies or conditions that must be met for the deal to proceed. This might include regulatory approvals, satisfactory due diligence results, or other key milestones.

Step 6: Closing and Signature

Conclude the letter by expressing your anticipation for the potential partnership or deal. Include a call to action, inviting the recipient to respond or engage in further discussions. Sign off with your name, title, and contact information.

Letter of Intent for Business Template

[Your Name] [Your Position] [Your Company Name] [Your Company Address] [City, State, Zip] [Email Address] [Phone Number] [Date]

[Recipient’s Name] [Recipient’s Position] [Recipient’s Company Name] [Recipient’s Company Address] [City, State, Zip]

Dear [Recipient’s Name],

Introduction and Purpose I am [Your Full Name], [Your Position] at [Your Company Name]. This letter is to express our company’s intent to engage in a [type of transaction] with [Recipient’s Company Name]. We believe that this potential [transaction/partnership] aligns with our mutual goals and interests and can foster significant growth and success for both entities.

Transaction Details [Your Company Name] proposes to [briefly describe the nature of the transaction, e.g., acquire a specific asset, enter into a strategic partnership]. The scope of this transaction is outlined as follows:

• Description of the transaction or partnership
• Objectives and expectations from both parties
• Proposed timeline for due diligence and transaction completion

Terms and Conditions While the specifics will be subject to detailed negotiation and due diligence, we propose the following preliminary terms:

• Purchase price or nature of the exchange
• Payment terms and conditions
• Any anticipated adjustments or considerations

Confidentiality and Exclusivity This letter of intent serves as a mutual agreement to proceed in good faith and in a confidential manner. Both parties agree to refrain from engaging in negotiations or transactions with other entities concerning the subject matter of this LOI for a period of [time frame].

Contingencies The continuation and conclusion of this transaction are contingent upon the following conditions:

• Successful completion of due diligence to the satisfaction of both parties
• Approval from respective boards of directors
• Compliance with all relevant legal and regulatory requirements

Closing We look forward to the opportunity to work closely with [Recipient’s Company Name] and believe that our combined efforts can lead to a fruitful and beneficial partnership. Please indicate your agreement with the intent outlined in this letter by signing and returning a copy to us.

We are enthusiastic about the potential synergy between our companies and are keen to discuss this matter further. Please feel free to contact me directly at [Your Phone Number] or [Your Email Address] to schedule a meeting or discuss any aspects of this letter.

[Your Signature] [Your Printed Name] [Your Position] [Your Company Name]

Acknowledgment by the Recipient

I, [Recipient’s Name], on behalf of [Recipient’s Company Name], acknowledge receipt of this Letter of Intent and agree to its content and to proceed with the discussions as outlined above.

[Recipient’s Signature] [Recipient’s Printed Name] [Recipient’s Position] [Recipient’s Company Name] [Date]

Tips from Personal Experience

• Customization is Key : Always tailor your LOI to the specific situation and the party you are addressing. A personalized touch shows professionalism and attention to detail.
• Clarity Matters : Avoid jargon and complex language. Your goal is to be understood by all parties involved, regardless of their familiarity with the industry terms.
• Legal Review : Before sending out your LOI, have it reviewed by a legal expert to ensure that it’s legally binding and protects your interests.

Real-Life Example

In one of my experiences, crafting a LOI for a strategic partnership, we emphasized mutual growth and collaboration. We clearly outlined how the partnership would benefit both parties and set a positive tone for the negotiations, which ultimately led to a successful deal.

Engage with Us

Have you written a Letter of Intent before? What challenges did you face, and how did you overcome them? Share your experiences and tips in the comments below.

Frequently Asked Questions (FAQs)

Q: What Is the Main Purpose of a Letter of Intent in Business Transactions?

Answer: From my experience, the main purpose of a letter of intent (LOI) in business is to formally declare your interest in a specific transaction or partnership. 

It’s a preliminary agreement, not legally binding, but it does lay the groundwork for more detailed negotiations. I’ve used LOIs to outline the basic terms of a deal before diving into the complexities of a binding contract.

Q: How Detailed Should a Letter of Intent Be?

Answer: In my view, a letter of intent should strike a balance between detail and brevity. It needs to be comprehensive enough to cover the key aspects of the proposed deal, like the nature of the transaction, basic terms, and any specific conditions. 

However, it’s not a final contract, so I always avoid getting too granular. The goal is to provide a clear outline that guides future negotiations.

Q: Is a Letter of Intent Legally Binding?

Answer: Based on my experience, a letter of intent itself is generally not legally binding, especially when it comes to the main terms of the transaction. 

However, it’s important to be cautious, as certain clauses, like confidentiality or exclusivity, can be binding. Whenever I draft an LOI, I make it clear which parts, if any, are intended to be legally binding.

Q: How Long Should a Letter of Intent Be?

Answer: The length of an LOI can vary, but in my practice, I aim for brevity without sacrificing clarity. Typically, one to two pages are sufficient. 

This length allows you to cover all the essential points without overwhelming the recipient. Remember, the purpose is to set the stage for more detailed discussions, not to finalize a deal.

Q: Can a Letter of Intent be Withdrawn?

Answer: Yes, a Letter of Intent can usually be withdrawn, as it’s not typically binding concerning the main transaction terms. I’ve seen situations where changing market conditions or new information led to a reevaluation of the proposed deal. 

However, withdrawing an LOI should be done professionally and carefully, especially if any binding clauses are involved.

Q: Should a Letter of Intent Include a Timeline?

Answer: Absolutely. Including a timeline in an LOI is something I always recommend. It helps set expectations for both parties.  The timeline should cover key milestones like due diligence, negotiation periods, and an estimated date for finalizing the agreement. 

This helps keep the process on track and demonstrates a level of seriousness and organization.

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Home Letter of Intent

Letter of Intent (LOI) Template

Use our letter of intent to declare your intention to purchase a good or service.

Updated May 3, 2024 Written by Sara Hostelley | Reviewed by Brooke Davis

A letter of intent (LOI) is a formal written document expressing a party’s intention to enter into a contract or agreement. It outlines the main terms of the future agreement and shows a serious commitment to a deal.

This document is most common in business transactions and purchases. Still, individuals can also use it to affirm their interest in or communicate a goal they want to achieve for a job, academic program, research project, or another collaboration.

• Letters of Intent - By Type (13)

Is a Letter of Intent Legally Binding?

When to use a letter of intent, what to include in a letter of intent, how to write a letter of intent, letter of intent sample, letters of intent – by type (13).

Below, you can find different versions of LOIs that fulfill the same purpose as a traditional LOI but for unique situations.

Highlight how the background and particular experiences of an applicant demonstrate their fit and resonance with a company’s ethos and goals, showcasing their preparedness and eagerness for the position.

Introduce yourself and show interest in obtaining a paid or unpaid internship with an organization or company.

Create a school letter using our template to demonstrate your enthusiasm for attending the educational institution and achieving your academic aspirations.

Use it to show your commitment to undertake work for a general contractor.

Subcontractor

Use it between the Seller of a business and a potential Buyer. Eventually, you would use a Business Purchase Agreement to complete the deal.

Use it between the Seller of real property and a potential Buyer of the real property. You would use a Real Estate Purchase Agreement to complete the deal.

Real Estate

State your intention to purchase a limited number of shares at a specific price.

Stock (Shares)

Use this document to express your interest in a potential purchase. A General Purchase Agreement will be needed to complete the deal.

General Purchase

Establishes how your donation will be used once received by the donee.

Used between parties to document a potential transaction, such as providing goods or services over a given period of time.

Other Transactions

Use it to formalize the student-athlete's commitment to play sports at NCAA schools.

Use it to show that an alien fiancé and a US citizen petitioner intend to marry each other within 90 day.

To Marry (Within 90 Days)

Use to inform prospective defendants of their plan to sue and give them a chance to pay a settlement demand instead

To Sue (With Settlement Demand)

Use a  Personal Property Letter of Intent  between a seller of personal property, like a car or jewelry, and a potential buyer to express their preliminary interest in the transaction. You would use a Personal Property Purchase Agreement  to complete the deal.

Because a letter of intent discusses a potential transaction, it’s usually nonbinding. Even though it’s not a legally binding agreement, it acts as a moral commitment between two parties promising to discuss a future arrangement in good faith.

However, certain sections of the LOI may be legally binding. If the letter contains legally binding elements, it will hold one or both parties accountable to certain terms and be enforceable by the law.

Some examples of legally binding aspects of an LOI include the following:

• Confidentiality clause: Declares that the parties must not disclose any information they share during negotiations.
• Exclusivity clause: Prevents one or both parties from discussing deals with other buyers or sellers for a certain period.
• Nonsolicitation clause: Prohibits one or both parties from unfairly using the arrangement to poach clients, customers, and employees during the negotiations.
• Governing law clause: Outlines the jurisdiction governing the contract’s interpretation and offers guidelines on handling disputes properly.
• Indemnification clause: States whether any party will need to compensate the other for any losses that arise from breaches of representations or warranties occurring during the negotiations.

Some LOIs will include all of these legally binding elements, while others will only include a few or none. It’s essential for the parties to include clear language indicating which terms are subject to alteration by the future agreement and which terms are already established.

Ensure that you carefully draft your LOI and understand the terms to which you’ll be held liable before signing it.

Use a letter of intent to establish a preliminary agreement, ensuring that you include nonbinding language to avoid any confusion or assumptions from the other party. Without this document, you might miss out on an opportunity because another party shows more serious intent.

Here are some specific instances when an intent letter would be useful:

1. Buying Property

A potential homebuyer may use an LOI to show their intention to purchase a specific property . The letter may contain a property description and details for a desired timeline. However, the terms can change slightly as the negotiations proceed. It may also require that a buyer obtain financing before moving forward with the formal agreement.

2. Entering a Lease

In a competitive real estate market, a tenant may use an LOI to show interest in renting a property . While a residential tenant may use this letter, it’s more common for a commercial tenant. A commercial tenant may use this document to specify what improvements they want the landlord to make to accommodate their needs before proceeding with the negotiations.

3. Buying Goods or Services

Two parties can use an LOI to settle on specific terms for buying goods or services before signing a finalized purchase agreement or service agreement .

The parties can sign this document to show each other a good faith intention to negotiate a deal. It can also help parties get on the same page as to what they expect from the purchase. A letter of intent could be used after a request for a proposal  from vendors.

4. Hiring an Employee

An employer often sends an LOI to a prospective employee after a successful job interview. They use this document to communicate the terms of the employment offer . If the employee currently works for the employer, the employer may use it to negotiate the terms for a pay raise or a higher-level position.

This letter can also be useful for prospective employees, as they may write this communication to relay their intent to join a company.

5. Applying for Entry into an Academic Program

Some universities require or prefer candidates to submit an LOI when applying for admission into undergraduate or graduate programs. Use this letter to express your interest in a particular program, distinguishing you from other potential students when spots are limited.

6. Acquiring a Business

Write an LOI to set the groundwork for buying or merging with another company . For example, the document may state that one party agrees to sell their business for a specific price but doesn’t yet explain who will take on certain business liabilities.

7. Entering a Joint Venture or Partnership

Use an LOI to outline the terms of a potential partnership or joint venture . Explain desired terms like the arrangement’s duration, contributions by each party, end goals for the collaboration, and decision-making protocols.

While an LOI can help two parties complete a more definitive agreement later, they may decide not to proceed with the details in the letter if certain conditions aren’t met (like a lack of funding from one party).

The elements to include in your letter of intent may vary depending on your end goal. For any transactional letter, ensure that you include the following elements:

• The buyer’s and seller’s names and contact information
• The initial terms to which you’re agreeing
• The effective date
• A clause stating which parts are nonbinding and binding

A nontransactional letter of intent may require different elements, such as:

• An introduction of yourself and your goals
• A clear desire to commit to the program, school, or job if you receive acceptance
• Reasons why the organization or individual should make you an offer

Here are the steps for writing a basic letter of intent. You may have to adjust the steps slightly depending on the reason for writing this document.

Step 1 – Fill in the Initial Details

Fill out the essential information regarding the seller, buyer, and transaction.

Step 2 – Detail the Purchase Price

If the agreement is transactional, include details about the purchase price. If you and the other party decide to forgo agreeing on a purchase price until one party completes due diligence, you can note the decision here.

You can detail that a certain amount will be required upon signing the letter or, if you’re using one, upon signing a purchase agreement.

Step 3 – Record Any Conditions and Exclusivity Statements

If you and the other party subject the proposed transaction to any conditions, include them in your letter. You can also emphasize if the seller agrees not to negotiate directly or indirectly with any other party concerning the item.

The parties can include certain conditions that must occur before they sign the final agreement, such as:

• The buyer securing financing
• The buyer successfully selling their home
• An inspection of the property
• Regulatory or other required approvals

You can also clarify whether the parties should maintain confidentiality about the agreement or if they have certain covenants to complete during negotiations.

Step 4 – State the Termination Guidelines

State when the letter will terminate. For example, it could be upon executing a purchase agreement or a mutually written agreement between the parties.

Step 5 – Record the Governing Law and Write a Non-Binding Clause

Detail which state’s laws will govern the LOI and include a clause on whether the letter is binding or non-binding.

Step 6 – Obtain All Parties’ Signatures

Finish your letter by having both parties sign the document.

Download a free letter of intent template as a PDF or Word file below and customize it for your specific intentions:

Related Documents

• Non-Disclosure Agreement : Establish a contract between two parties promising to keep shared information confidential.
• Memorandum of Understanding (MOU) : Outline an agreement between two or more parties in a formal document, communicating mutually accepted terms.
• Partnership Agreement : A document detailing the terms of a partnership when two or more people share ownership.
• Letter of Recommendation : Unlock opportunities with a well-crafted Letter of Recommendation that highlights your skills, achievements, and character.
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Business Letter of Intent

A business letter of intent is a document that declares a commitment by one party to transact business with another party. It basically outlines the core terms and conditions that are to govern a particular deal. This document is widely used in major business transactions and bears a striking semblance to term sheets. It is not final or binding. Either party may walk out of it if it deems the letter untenable.

Why a Letter of Intent is Necessary?

Describes the detailed information necessary for a final deal.

This letter provides detailed information that is required for a final deal to be sealed. These pieces of information enable the two parties to arrive at a more amicable decision. It also eliminates any ambiguities that have been known to confuse the parties and give rise to unnecessary legal tussles.

Grants the parties topmost priorities

Under the existing laws, the two parties involved are entitled to first priorities when engaging in a business transaction. This is made possible by the “right of first refusal” that somehow binds them to the course for which they shall have appended their signatures.

Improves the credibility of the business concerned

Those entities that opt to draft and sign this document are more likely to be viewed favorably than those that do not. Moreover, the document itself gives the parties and their clienteles some assurance that they are indeed serious and bona fide. In this way, they stand better chances of inching deals and operating profitably.

Furnishes more information to the buyer

Even the buyers are not left out at all. They too get to enjoy the benefit of receiving more information that is crucial towards forming an opinion and making more informed decisions. They are particularly better placed to dig deeper into the business and anticipate any impending pitfalls that may have to be avoided.

Complies with statutory requirements

In some jurisdictions, the drafting of this letter is mandatory. No major transaction can be carried out. It hence goes that by drafting it, the business entities themselves tend to meet the qualifications necessary to conduct a viable business. That way, they also prevent unnecessary legal disputes that potentially arise.

When is the Letter of Intent Created?

In most cases, this letter is drafted at the start of a transaction negotiation process. This occurs at the initial stages of a business transaction when the two parties have barely sat and discussed the finer details of the transaction. It mainly signifies that the two parties are ready to launch deeper and to deliberate before inching a deal at a closing date later.

How to Write a Business Letter of Intent

Step 1: address the letter accordingly.

Kick start the exercise by addressing the letter accordingly. You have to identify the recipient precisely. This is the name of the business manager or the person who is actually going to receive the letter. The purpose of this personalized approach is to create a connection with the reader.

Step 2: introduce yourself

Move now to introduce yourself. What is your name and why are you suited for this purpose of drafting the letter? As the identity of the recipient above, this one also serves to create a personalized connection with the reader. It also serves the purpose of conferring credibility to the reader.

Step 3: state your purpose deeper

Get down to the core of the letter now. It is at this stage that you explain to your reader why you have deemed it necessary to enter into a business agreement with him. The manner in which you handle this issue has the capacity to make or break the situation. You should be straight and to the point, without mincing words.

Step 4: include a request for a response

After you are through with the entire letter, you should request the reader to respond to it appropriately. Particularly, you should express a desire for a one-on-one interview with the business manager if possible. This will definitely require that you furnish your contact details that will be used for a follow-up interview.

Step 5: proof-read and submit

Like any other letter, you have to proof-read and edit the letter before submitting. A letter that is full of grammatical issues is often misconstrued to be reckless and not serious. Moreover, some errors have the impacts of altering the meaning and intents of the letters. You do not want these to happen at all.

Sample business letter of intent

Henry wilkinson,

Operations manager,

Henry printing press,

150 north capitol boulevard,

Boise 83701, idaho

United states

Diana pearson,

Production manager,

Boise stationers limited,

619 west main street,

Boise 83709, idaho

Re: business letter of intent

Ours is a printing press that is located at the heart of boise, idaho. We do engage in the production of unique calendars, stationery, and other literature. Given that, yours is an enterprise that deals in stationery, we have figured out that you may from time to time require our services.

A.) Scope of our cooperation

We suggest that our cooperation remains at the professional level. Working with you should not mean entering into some kind of covenant, merger, or lasting agreement. Moreover, it shall be terminated at any time that either party no longer deems it tenable.

B.) Services rendered

If our business deal goes through, we expect to:

• Print the cards and other vital pieces of stationery
• Color the documents and calendars uniquely
• Imprint designs and other decorations on the cards
• Cutting and shredding the papers in desired shapes
• Packaging the pieces of stationery as per your expectations

C.) Closing date

Whereas we have not delineated a specific date for the deal to sail through, we acknowledge that time indeed is of the essence. For this reason, we suggest that you do the much you can to bring the entire document to fruition within the shortest time possible.

D.) Conditions for closing

This agreement shall only be deemed valid if it certifies the preconditions laid down by the state of idaho. Among these are that:

• Any litigations that arise in the course of use be subject to the state and federal laws
• Preservation of the character, vision, and mission of the business in its present form throughout the duration of the agreement
• Either party refrains from filing bankruptcy or insolvency to maintain its stature in a reliable form.
• Advance notification of the two parties prior to any amendments or changes in mind

E.) The character of our agreement

Being purely a ‘business letter of intent,’ this letter is no way binding. On the contrary, it merely indicates an intention to work with you. Feel free to reach us for a change of course or mind.

If after reading the explanations above, you find our terms favorable, we now ask that you countersign the letter and return it to us within the shortest duration of time.

It is our hope that you shall return positive feedback.

Henry printing press limited

Business Letter of Intent (Samples & Templates)

Tips for writing a letter of intent

Tip i: use the right format for the letter.

For a start, you should use the right format for the letter. Though this is a business letter, it has to take a professional tone and structure. Thus, the language you use as well as the corresponding writing style both ought to line up with that very theme.

Tip ii: carry out a thorough background research of the company

Before jotting down the letter, you have to carry out a thorough background research of the company you are addressing. That is because different companies have varying policies that govern their operations and business deals. Such research will determine the best possible approach to engaging them.

Tip iii: format the contents legibly

Legibility is key to the understanding of your letter. That is why it is something you want to approach with an above-average level of seriousness. Use bullets extensively in your letter. Then again, you should leave single spaces in between any two lines. Your choice of font and the sizes will also determine to a greater extent the legibility of your letter.

Tip iv: maintain it brief and concise

In all, you should maintain your letter brief and concise. Be sure to incorporate only those points that matter to the entire scope and intent of the letter. Making the letter too long will most likely bore the reader besides making him get lost along the way.

Tip v: proof-read the letter before submitting

As always, you should always proof-read the letter before submitting the same. While at it, you should weed out any grammatical issues that may interfere with the meaning and scope of the letter. Use premium grammar editing tools like grammarly to do the job.

Our long look into the business letter of intent comes to an end there. We now trust that you are properly equipped to do a satisfactory job. This being the case, we now challenge you to embark on the task of drafting the letter for your future correspondences.

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How to Use a Letter of Intent (LOI) to Make a Deal

What Is a Letter of Intent (LOI)?

A letter of intent (LOI) is a document declaring the preliminary commitment of one party to do business with another. The letter outlines the chief terms of a prospective deal. Commonly used in major business transactions, LOIs are similar in content to term sheets . One major difference between the two, though, is that LOIs are presented in letter formats, while term sheets are listicle in nature.

Key Takeaways

• A letter of intent is a document declaring the preliminary commitment of one party to do business with another.
• The letter outlines the chief terms of a prospective deal and is commonly used in business transactions.
• LOIs are useful when two parties are initially brought together to hammer out the broad strokes of a deal before resolving the finer points of a transaction.
• Terms included in an LOI are certain stipulations, requirements, timelines, and the parties involved.
• Many LOIs include non-disclosure agreements (NDAs) and no-solicitation provisions.
• Letters of intent are also used outside of the business world in any circumstance where two parties intend to work together or form a deal.

Investopedia / Madelyn Goodnight

Understanding a Letter of Intent (LOI)

LOIs are useful when two parties are initially brought together to hammer out the broad strokes of a deal before the finer points of a transaction are resolved. LOIs often include provisions stating that a deal may only go through if financing has been secured by one or both parties, or that a deal may be squashed if papers are not signed by a certain date.

Since LOIs typically discuss potential points of deals that have yet to be cemented, they are almost universally intended to be non-binding .

LOIs can be iterative in nature. One party may present an LOI, to which the other party may either counter with a tweaked version of that LOI or draft a new document altogether. Ideally, by the time both parties come together to formalize a deal, there will be no surprises on either side of the table.

Many LOIs include  non-disclosure agreements (NDAs) , which contractually stipulate the components of a deal both parties agree to keep confidential, and which details may be shared publicly. Many LOIs also feature no-solicitation provisions, which forbid one party from poaching the other party's employees.

A letter of intent is usually drafted and signed while negotiations between parties are ongoing so that the final terms of a deal might vary from what was agreed upon in the letter of intent. Due diligence is conducted by both parties before doing business. It is a prudent business practice to complete due diligence before signing a letter of intent.

Purpose of a Letter of Intent (LOI)

Letters of intent may be used by different parties for many purposes. Parties can use an LOI to outline some of the basic, fundamental terms of an agreement before they negotiate and finalize all the fine points and details. Furthermore, the LOI may be used to signal that two parties are negotiating a deal such as a merger or joint venture (JV) .

Overall, LOIs aim to achieve the following:

• Clarify which key points of a deal must be negotiated.
• Protect all parties involved in the deal.
• Announce the nature of the deal, such as a joint venture or a merger between two companies.

Applications of a Letter of Intent (LOI)

In the context of business deals, LOIs are typically drafted by a company's legal team, which outlines the details of the intended action. For example, in the merger and acquisitions (M&A) process, LOIs detail whether a firm plans to take over another company with cash or through a stock deal.

Letters of intent also have applications beyond the business world. For example, parents may use them to express the expectations they have for their children in the event both parents die. Although they aren't legal documents like wills, LOIs may be considered by family court judges responsible for legislating what happens to the children under such circumstances.

LOIs are also used by those seeking government grants , and by highly sought-after high school varsity athletes. These individuals frequently draft LOIs to declare their commitments to attend particular colleges or universities.

Cornell Law School Legal Information Institute. " 45 CFR § 1160.9 - Letter of Intent ."

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What Is a Letter of Intent?

A letter of intent (LOI) is a document that lists the terms of a preliminary commitment between two or more parties that desire to engage in business. The LOI is typically drafted and signed before the finalization of a definitive legal agreement and can be legally binding or non-binding depending on the wishes of the parties.

A LOI is similar to a ‘memorandum of understanding’ or a ‘term sheet,’ which are used for the similar purposes as a LOI, but are generally presented in a different format. A LOI is generally presented in the form of a letter sent from a sending party to a receiving party and giving the receiving party the opportunity to accept the terms of the LOI by countersigning the LOI.

Letter of Intent Template

SBA.com® has created a sample LOI which you may download and customize to your liking.

One example where an LOI would be practical is in the merger and acquisitions (M&A) process, where one company plans to acquire another company. An LOI would address the desire and preliminary commitment for Company A to purchase Company B. The LOI would contain the proposed terms of the transaction and possibly a timeline in which the proposed transaction would occur. If Company A and Company B execute the LOI, they would then move onto a more advanced contracting phase which would firm up the commitments and terms of the transaction.

Why an LOI?

An LOI often facilitates the start of a business deal between the parties involved by establishing the foundational aspects of the deal. This helps get the process started as the parties move towards a full contract. The involved parties can draw out the fundamental terms quickly before they spend time, resources, and money on detailed agreements, due diligence, and/or third-party approvals. This makes an LOI especially useful in transactions that are either very complex or that the parties do not know all of the details about at the start of the transaction.

Some advantages of using an LOI include:

• An LOI acts as a guide and roadmap early on in a potential transaction. The LOI can contain a schedule to reach a formal deal.
• It enables two or more parties to establish the basic terms of a deal without the expenses of drafting lengthy legal contracts.
• While an LOI is being drafted, there are opportunities for all parties to clarify any misunderstanding early on in the deal.
• From a seller’s standpoint, an LOI conveys the fact that the proposed buyer is serious about the transaction.
• It enables the seller to assess the buyer’s background and financial position.
• From a buyer’s standpoint, it could provide a level of protection by preventing the seller from choosing another party. A “right of first refusal” clause could give the buyer some amount of protection.
• The parties have the option to make all, some or none of the terms of the LOI legally binding.

A Letter of Intent facilitates the start of a business deal or project between the parties involved by establishing the foundational aspects of a deal and setting the expectations moving forward. It brings a level of assurance to the involved parties and serves as a roadmap towards the signing of the final deal. While an LOI is typically non-binding, it can provide an opportunity to introduce certain binding clauses, such as certain confidentiality provisions.

Letter of Intent Template

This Page (contents):

• Tips for Writing a Letter of Intent

Sample Letters of Intent

In business, a letter of intent is commonly used as an initial proposal to the other party. These proposals may include purchases, acquisitions, contracts and mergers. While not binding, a letter of intent can help clarify the points of a deal or provide protection should a deal collapse.

Whatever may be your case, you can use our free Letter of Intent Template as a guide. Continue reading below, where you will find two different sample letters of intent as well as additional tips and resources.

Other Versions

Author : Brent Weight and Jon Wittwer

License : Limited Use

Description

Simplify the process of writing a letter of intent by starting with this template. It outlines the different sections and topics that should be included in your letter.

Tips: How to Write a Letter of Intent

• Use a proper business letter format.
• Determine the name of the correct person to write to. To help ensure the letter is read by the right people, avoid addressing the letter to generic titles or names.
• Remember, most of the provisions are not binding and are a starting point for negotiations. The letter is part of the business negotiation process. However, some provisions can be made binding such as non-disclosure agreements or a "no shop" provision.
• Be concise and stay on topic.
• Read many sample intent letters, such as the ones below. Real examples specific to your school or industry are very useful.

Business: Sample Letter of Intent to Purchase

Ryan Francom CFO Siding and More Inc 123 Anywhere Street Somewhereville, Best State 88889

Bill Stevenson President Rain Gutters R Us 123 Anywhere Street Somewhereville, Best State 88889

Dear Mr. Stevenson,

We hereby submit a letter of intent to purchase your business Rain Gutters R Us, its inventory and other assets. We envisage that the principal terms of the proposed transactions would be substantially as follows.

We would acquire Rain Gutters R Us including its facilities located at 123 Anywhere Street, its logo, brand, brand equity and customer lists. Furthermore, we would acquire all office and field equipment and inventory. As part of the deal, we would assume the current outstanding debt of $50,000.

As consideration for this, we would provide compensation of $400,000 as follows:

• $50,000 deposit on execution of a purchase agreement
• $100,000 after 15 day transfer period
• Balance in equal payments paid monthly the first 6 months after closing

As part of this letter of intent, we would require that you cease shopping for other buyers for a period no less than 60 days to provide us time to complete due diligence and finalize the agreement. We would also require that you not disclose our intent to purchase until after the purchase agreement has been completed and we can issue a joint press release.

This letter is not an official purchase agreement. All of the terms and conditions of the proposed transaction would be stated in the Purchase Agreement, to be negotiated, agreed and executed by both parties.

If we are selected as a prospective buyer, we anticipate that from the selection date to the closing will take no more than 45 days.

Ryan Francom

Letter of Intent to Accept Scholarship

Scott Young 123 Anywhere Street Somewhereville, Best State 88889

Mike Sullivan Head Coach Awesome University Football Program 123 Anywhere Street Somewhereville, Best State 88889

Dear Coach Sullivan,

I wanted to confirm to you in writing my intent to accept the football scholarship offered to me by Awesome University. I am excited to put on the colors of the fighting lobos and begin practicing with you this fall.

Please send me information that will help me get ready for the season including information about enrollment, housing and training. If you have further questions, I can be reached at (123) 456-7890.

Thank you again for this opportunity and I look forward to seeing you again this summer.

Scott Young

More Sample Letters of Intent

• Sample Letter of Intent for Acquisition - iastate.edu - This one includes various legal provisions. The sample includes a detailed explanation.
• Sample Letter of Intent for Graduate School - nyc.gov - Example of how to write a letter of intent to attend graduate school (submitted along with the graduate school application).
• National Letter of Intent (NLI) - nationalletter.org - An NLI is used to prohibit other schools from recruiting a student that has signed a letter of intent to accept a scholarship at a specific school. The NLI is sent to you by the school.

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Letter of Intent

Learn what's included in a letter of intent, and download a free LOI template. Includes frequently asked questions.

Updated on October 4th, 2023

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A letter of intent (LOI) is a business document that records the intent of one party to make a purchase from another party. This may involve the purchase of assets, the acquisition of another company, or some other significant deal. The letter outlines a timeline for the deal, and may or may not be legally binding depending on what the parties agree to.

Letter of Intent Template - Free Download

Use our free letter of intent template to create your own customized document.

How to Write a Letter of Intent:

1. state your purpose..

In the opening paragraph, state the purpose of your letter of intent. Essentially, this paragraph will summarize what transaction is being agreed upon, what parties are involved, and what the timeline is.

2. Include details about the negotiations.

If there are any special terms or conditions that either party must agree to, you can include these in your letter of intent.

3. Specify a deadline.

If the letter of intent comes with a deadline for the other party to respond or for the deal to be finalized, state this in writing. If the deal has multiple steps, you may want to include a timeline with the key dates.

4. State if the agreement is non-binding.

In some cases, if a letter of intent is signed by the receiving party, the court may rule that the letter is a legally binding document. If you do not want this to be the case, state explicitly in your letter that it is non-binding. This will help to provide clarity should any legal issues regarding the letter arise later on.

5. Leave contact information.

At the end of your letter of intent, leave your name, title, and contact information, such as a mailing address, phone number, or email address. This makes it easier for the recipient to get in touch with you if they have any questions, and it tells them who in your organization is responsible for the contents of the letter.

Related Articles:

• How to Write a Promissory Note .
• Collection Letter .

What is the purpose of a letter of intent?

In business, the purpose of a letter of intent is to formally acknowledge the intent of two parties to do business with each other. This may involve the purchase of the real estate, a merger between two companies, or an acquisition.

How do I write a letter of intent?

Start by explaining the purpose of the letter and describing the intent of each party. At the beginning of the letter, you can address the appropriate person by name, whether it is the CEO, a Business Developer, a Salesperson, or the VP of a company.

What does a letter of intent mean legally?

Most of the time, a letter of intent is not legally binding. However, if the letter does not explicitly state that it is non-binding, the ruling could go either way if it were brought before a court. In some cases, it would be dismissed as nothing more than an expression of intent, but if the document is unclear you run the risk of being legally bound.

How enforceable is a letter of intent?

It depends on how the letter is worded. Obviously, if the letter clearly states that it is non-binding, then it is not enforceable. If the document is ambiguous, then it may be enforceable in some cases.

Is a letter of intent necessary?

Business-to-business transactions can be complicated and take a long period of time to unfold. A letter of intent can help both sides to clarify their roles and analyze the potential deal in order to make the best possible decision before anything is finalized. An LOI is not necessarily required, but it may be useful.

What goes into a letter of intent?

• Details about the potential deal/transaction.
• Terms of negotiations.
• Contact information.
• Legal disclaimers and special requests.

Can you change your mind after a letter of intent?

As long as the LOI is noted to be "non-binding", you can still change your mind and walk away from the deal. However, this may not be an option if the document is upheld as legally binding in a court of law.

How long is a letter of intent good for?

This is up to the person/business drafting the letter. Often, LOIs are written with the stipulation that the recipient must respond within a certain timeframe, such as 24 or 72 hours.

What is the difference between a letter of intent and an offer letter?

As their names imply, a letter of intent is simply a statement of intentions, while an offer letter outlines a formal offer between one party and another. Offers can be accepted or declined and initiate a relationship between the parties.

Free Business Plan Letter Of Intent

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"Free Business Plan Letter Of Intent" template. Crafted to streamline your intentions, this template is downloadable in MS Word and Google Docs formats. Outline your strategic goals, partnerships, and more seamlessly. Elevate your business aspirations effortlessly with this user-friendly template.

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PERSONAL & CONFIDENTIAL

Re: Letter of Intent

The following represents a summary of 's proposal to regarding (the " Proposed Transaction "). This letter contains nonbinding provisions of understanding between the parties. Unless otherwise explicitly stated, it does not impose any legal obligations on either party.

The Proposed Transaction requires additional documentation and approvals, including the preparation and approval of one or more final agreements (the " Final Agreements ") setting forth the terms of the Proposed Transaction in further detail. Before the Final Agreements are reached, I would like to confirm that we share an understanding of the principal terms and conditions of the Proposed Transaction, and that all parties are willing to proceed in mutual good faith to work toward Final Agreements and a closing consistent with these terms. The Proposed Transaction requires additional documentation and approvals, including the preparation and approval of one or more final agreements (the " Final Agreements ") setting forth the terms of the Proposed Transaction in further detail. Before the Final Agreements are reached, we would like to confirm that we share an understanding of the principal terms and conditions of the Proposed Transaction, and that all parties are willing to proceed in mutual good faith to work toward Final Agreements and a closing consistent with these terms.

Our proposal is as follows:

1. PROPOSED TRANSACTION.

will do each of the following: . will do each of the following: .

The parties shall execute the Final Agreements and close the Proposed Transaction by (the " Closing Date "), subject to the extension discussed in section below.

3. CONTINGENCIES.

Any obligation to consummate the Proposed Transaction under the terms of this letter is based entirely on satisfaction of each of the following conditions:

• (a) receipt of all applicable consents, approvals, and authorizations including board, partnership, third-party, and regulatory approvals, if any, relating to the Proposed Transaction; and
• (b) completion by each party and its business, legal, financial, and engineering representatives of a substantial due diligence investigation of all relevant business, legal, financial, engineering, and environmental documents, with results satisfactory to that party, no later than (the " Due Diligence Completion Date ").

4. DUE DILIGENCE.

While this letter remains in effect, each party and its advisors shall have reasonable access to the other party's books, records, and personnel files, and shall receive such financial and operational data and other information as that party may reasonably request. Any received information will be kept confidential by the receiving party. On termination or expiration of this letter, each party shall return all printed information received from the other party in connection with the Proposed Transaction.

5. NOTICE AFTER COMPLETION OF DUE DILIGENCE.

On or before the Due Diligence Completion Date, each party shall notify the other party in writing that it has completed substantial due diligence and is prepared to proceed with consummation of the Proposed Transaction (the " Notice of Intention to Proceed "). If a party does not provide a Notice of Intention to Proceed to the other party on or before the Due Diligence Completion Date, the other party may cancel this proposal and neither party will have any obligation or liability to the other party. The effective date of receipt of a Notice of Intention to Proceed is its date of receipt as acknowledged in writing by the receiving party.

6. EXTENSION OF TIME FOR CLOSING.

If the Proposed Transaction is not completed by the Closing Date and each party has been operating in good faith to complete its due diligence and negotiate the transaction documents to consummate the Proposed Transaction, the parties shall evaluate the progress made towards closing and, if suitable progress is being made, discuss in good faith a revised Counting Period (as defined below) and Closing Date. If the parties have not made satisfactory progress towards closing, either party may withdraw from the Proposed Transaction without any further obligation or liability to the other party. A party withdrawing from the Proposed Transaction under the preceding sentence shall promptly inform the other party in writing of this withdrawal. The term " Counting Period " means the period from the date of this letter until the Closing Date, if on or before the Due Diligence Completion Date each party has sent the Notice of Intention to Proceed in accordance with the terms of section above.

7. FINAL AGREEMENTS.

The Final Agreements may include customary covenants, conditions, representations, and warranties. As this is a nonbinding letter, there may be additional elements for negotiation and inclusion.

8. NO PUBLIC DISCLOSURES.

Except as required by law, neither party may make a public disclosure about the Proposed Transaction before the Closing Date without the prior written approval of the other party. If the law requires a disclosure, the disclosing party must notify the other party in advance and furnish the other party with a copy of the anticipated disclosure. Any disclosure not required by law that occurs after the Closing Date must be mutually agreeable to the parties. Nothing in this section prevents either party from communicating information about this letter to its respective affiliates, officers, directors, employees, or professional advisors or to any third parties whose consent is required in connection with the Proposed Transaction.

9. EXCLUSIVE DEALING.

In consideration of the effort and expense to be incurred by the parties in connection with their due diligence review of the Proposed Transaction, for a period of days from the date of this letter, neither party or its officers, directors, employees, and agents may initiate, encourage (directly or indirectly), or accept any third-party offer or proposal related to the Proposed Transaction, and may not enter into any agreement, understanding, or transaction that would have an adverse affect on the ability of the parties to consummate the Proposed Transaction.

10. EXPENSES.

Each party is responsible for all of its own costs and expenses incurred in connection with the Proposed Transaction or this letter, whether or not the Proposed Transaction is consummated. Except for breach of any confidentiality provisions, neither party will have any liability to the other party for any liabilities, losses, damages, costs, or expenses incurred by the party if negotiations between the parties are terminated as provided in section below.

11. COVENANT NOT TO COMPETE.

In the Final Agreements, the parties may agree that they will not, directly or indirectly, through a subsidiary or otherwise, compete with the other party in its business for a period of years after the Closing Date.

12. NONBINDING LETTER; WITHDRAWAL.

Except for the provisions set forth in section(s) , this letter as a whole does not constitute a legal and binding obligation or agreement between the parties. This letter as a whole does not constitute a legal and binding obligation or agreement between the parties. Accordingly, either party to this letter may unilaterally withdraw from negotiation or dealing at any time for any reason at the withdrawing party's sole discretion by notifying the other party of the withdrawal in writing. If a party withdraws from dealing or negotiation before , or fails to negotiate in good faith, any obligation to negotiate and prepare the Final Agreements or otherwise deal with the other party , and the agreements of the parties set forth in section(s) , will immediately terminate. The terms of any Final Agreements entered into by the parties control over the right to withdraw from dealing or negotiations in this section.

If the terms of this letter are acceptable to you, please sign in the space provided below and return it to the attention of the undersigned. undersigned no later than . We look forward to working with you to complete the Proposed Transaction. I look forward to working with you to complete the Proposed Transaction.

Free Letter of Intent for Business Template

How-to guides, articles, and any other content appearing on this page are for informational purposes only, do not constitute legal advice, and are no substitute for the advice of an attorney.

Letter of intent for business transaction: How-to guide

Before settling on the final terms of an agreement, negotiating parties may choose to provide a written starting point, setting out a first offer and some general terms. This initial written document is called a letter of intent (sometimes also called a memorandum of agreement or a memorandum of understanding). A letter of intent sets out the basic terms of a proposed transaction, including price, asset description, limitations, and closing conditions.

Some simple transactions may not need a letter of intent. The parties can proceed with the creation of their final agreement. In other cases, however, a letter of intent can determine major issues and make clear to the parties why the transaction is a good (or bad) idea. It can allow parties to start negotiations from a consensus point, easing the way for a more formal contract. Moreover, outside investors or other third parties may want evidence of an agreement. This will allow for an early start to drafting loan documents or obtaining necessary approvals.

A letter of intent will have a simple document that sets forth the basic terms of your proposed transaction, limiting misunderstandings and showing mutual commitment to the deal. In every way, this lays the foundation for a focused and productive negotiation period between the parties and a final and satisfying agreement.

Factors to consider while drafting a letter of intent

Letter of intent description.

A letter of intent describes a potential transaction between two or more parties. It isn’t a final agreement and shouldn’t sound like one. The letter may be treated like a complete contract if the document is too definite. The wording should show that you’re proposing negotiations about a transaction but aren’t committing to the terms of the deal.

Preferred length of a letter of intent

A letter of intent should be short and straightforward. A lengthy and complicated letter may look more like a definitive agreement.

Terms to be included in a letter of intent

For a non-binding letter of intent

It is advisable to keep your letter of intent simple and not include too many details.  Letters of intent  are often non-binding but should include wordings that state as much. The following types of provisions are usually made non-binding:

• Identity of the parties
• Subject matter
• The purchase price or other compensation
• Requirements to finalize the letter
• The final agreement(s)
• Non-customary representations or warranties
• Indemnification terms

Limit using terms like ‘intend,’ ‘desire,’ ‘would,’ or ‘may.’ Don’t use the words ‘shall’ or ‘will’ as these tend to imply that a final agreement has been reached

For a binding letter of intent

If parties provide detailed and specific terms in these documents, it will be considered a legal document binding two parties with the deal. But, if it’s clear that the parties want to make these provisions binding, they will be considered so and will be enforceable when the letter is signed. If any of the following provisions will be in your letter of intent, they should be identified as binding:

• Closing date
• The time frame for due diligence
• Confidentiality
• Non-competition
• Exclusive dealing

If you ignore one of the binding provisions in a letter of intent, you may be required to pay fees and fines. For example, if you breached a clause that prohibited you from publicizing the letter of intent, a court could prevent further disclosure and order you to pay damages to the other party.

Closing a letter of intent

Sign two copies of the letter, one for you and one for the other party. The letter of intent acts as a confidentiality agreement; hence, don’t disclose the information relating to the letter or the proposed transaction without the other party’s consent after signing it.

Even if a letter of intent is drafted and signed, it doesn’t guarantee that a final or definitive agreement will be reached. This is true even if both parties fulfill their obligations and work purposefully through negotiations. The letter is simply an agreement to begin the process, not a promise to close a transaction.

It’s a good idea to get your document witnessed or notarized. This will limit later challenges to the validity of a party’s signature.

If your letter of intent is complicated, contact an attorney to create a document tailored to your requirements.

Key sections to add in a letter of intent for business transaction document

The following instructions will help you understand the terms of your letter of intent. Please review the entire document before starting your step-by-step process.

Introduction

This section identifies the document as a letter of intent. Include details about the parties involved and what type of organization(s) they are. Briefly describe what each party will do in the proposed transaction. This section also clarifies that the letter is non-binding in its primary terms.

Transaction

In this section, describe the proposed transaction. This may be selling property or services, a real estate transaction, a joint venture, or some other activity. Here, you can describe each party’s responsibilities in the proposed transaction.

Consideration

In most agreements, each party is expected to do something. This obligation may be to perform a service, transfer property ownership, or pay the final purchase price. If the proposed transaction requires one party to pay the other a certain amount, enter this amount. You can add details about when this payment is due and how that payment will be made (e.g., cash, promissory notes, etc.).

If the proposed transaction involves the business sale or purchase of a piece of property, you should set a closing date, at which point the property will be transferred. Enter the closure date of the proposed transaction.

Contingencies

A contingency is something that must happen before something else can happen. In this case, the contingencies are the things that must occur before the parties will become obliged to go through with the proposed transaction. More specifically, the following things must occur:

• The two parties sign one or more final, binding agreements. Enter the governing law needed to interpret those agreements.
• Any permissions required have been received (e.g., government permits, the consent of each party’s board of directors, etc.)

Due diligence

This section indicates that each party has completed its due diligence process within a certain time.

“Due diligence” means investigating materials or information relevant to the proposed transaction. If the parties enter a joint venture, they may each want to investigate each other’s business. For example, if the transaction is a sale of assets, the buyer may only review the other party’s business.

Enter the end date by which the parties must complete their due diligence. This date is called the “due diligence completion date.”

If there are any additional contingencies you want to add, you can do so here. For example, if the proposed transaction is for the sale or purchase of real estate, there may be a requirement that the seller provide evidence of clear title to that property. Ensure the addition of all relevant contingencies so neither party is surprised during negotiations about the final agreements.

Notice after completion of due diligence

Each party must tell the other that it has completed its due diligence and is ready to proceed with the proposed transaction. Either party can cancel if the other doesn’t give this notice within a certain time.

Extension of time for closing

If the proposed transaction can’t be completed after due diligence, the parties can change the closing date to give themselves more time or withdraw from the proposal. If this happens, neither party has any obligation to the other one.

Final agreements

Since this is a non-binding document, this section promises that the final agreement signed after this letter of intent will contain all the legally binding obligations.

No public disclosures

This clause prevents the parties from making public statements about the proposed transaction before the closing date and without the other party’s consent.

This section states that each party will pay for its own expenses, even if the deal falls through or the costs arise from the termination of the letter of intent.

Non-binding letter; withdrawal

Herein, the parties agree that except for paragraphs expressly identified as a legally binding agreement, the document is only a proposal of their intention regarding the proposed transaction and is a non-binding agreement. If you want any of the provisions of your letter to be binding, list those provisions in this section.

Since the letter is non-binding, the parties involved are given the right to withdraw from negotiations (before a certain date) by notifying the other party in writing. Enter the date by which this notice must be given.

Date and signature of parties

In this section, write the date on which the document is signed. Insert your company’s name and the name of the person authorized to sign on its behalf. Write the other party’s name and the name of the person authorized to sign on its behalf.

Frequently asked questions

What is a business letter of intent.

Are you buying or selling a business, renting equipment, selling assets, or starting a joint venture? In the negotiation process, you can put an initial offer and some general terms into writing. This is where a letter of intent comes in, where you clarify your intentions so you can work towards the final business deal.

Its purpose is to set out the basic terms of a business proposal, which can include price, asset descriptions, limitations, and closing conditions. The parties can then do business from a consensus point that will end with a signed deal.

How do I write a letter of intent for a business purchase?

Here's the information you'll need to complete your letter of intent for business transactions:

• Who it's coming from : Determine if a business or individual is sending the document and have the name and contact information ready
• Who it's going to : Know who this document is going to and have the individual or business name and contact information ready. If it's a business, know the business type (LLC, corporation, etc.)
• Which state will govern it : Specify a state so it's clear what laws apply to the document
• Subject matter : Have the basic terms of your deal ready

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What is a letter of intent? Examples on how to write one

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What’s a letter of intent?

How to write a letter of intent , letter of intent example templates, letter of intent versus cover letter versus letter of interest , letter of intent for business partnerships, write with intention.

Putting together the perfect job application can feel impossible. 

Regardless of where you’re applying, you want to convince the hiring manager that you’re the best candidate. 

Learning to effectively communicate your talents during the application process can be the difference between getting a follow-up response or having your application passed by. 

But there are lots of ways to introduce yourself, and choosing between a letter of intent versus letter of interest versus cover letter can be confusing. They all serve different purposes, and each suits a different type of position. 

Learning how to use each one will help you catch people’s attention and land the opportunities that propel your career forward.

A letter of intent does just what the name suggests: it expresses the intentions behind your application. This type of letter emphasizes the skills, values, and motivations you'll contribute more than your experience in the field. It should also include what you hope to achieve in the position you’re seeking.

These letters usually accompany applications to:

Jobs, especially senior level

Graduate or professional school programs

Grants 

Scholarships 

For example, if you're applying to grad school, a letter of intent explains what you intend to research in that timeframe and why you’re the best fit to conduct that research.

It might list the resources that the school offers that draw you to the program, like a particular archive or lab, and how you’ll use them to your advantage.

Similar to a cover letter or letter of interest, a letter of intent lets the reader know why you're a unique candidate that stands out from other applicants. Likewise, it clearly demonstrates how your goals and values align with the organization's mission, program, or funding opportunity.

Here are a few tips for crafting a letter of intent that stands out:

1. Do your due diligence

Learning about the organization or program is essential to every stage of the application process — from resume building to the interview. But the letter of interest is your first chance to attach a unique voice to your application and flaunt your knowledge about the opportunity. 

A letter of interest is about showing how your goals and intentions will benefit the organization. Hook your reader . They have to see themselves reflected in your intentions. Root your research in the following:

What’s the organization's vision?

What are the organization's mission and long-term goals?

What gives the organization a sense of meaning and purpose?

What initiatives has the organization taken to reach its goals?

Pay careful attention to the organization's language to describe itself and incorporate buzzwords and company vernacular into your letter. If their focus is sustainability, for example, make sure you communicate your passion for sustainability to show your compatibility. 

2. Keep it brief

When hiring managers, benefactors, and universities open applications, they're flooded with responses. Keep it short and sweet: don't tell them everything. Offer the highlights and leave them asking for more.

Similar to a cover letter or letter of interest, a letter of intent follows a business letter format. It should be a few paragraphs that introduce you as a candidate, outline your intentions, and encourage the reader to follow up. 

Your letter of intent is also an important first impression that establishes your communication skills. Brevity and efficient communication give the reader an understanding of what it'll be like to communicate in the future.

3. Show your sense of purpose

The goal of this letter is to clearly define your intentions and, if you can, explain how you'll carry them out. Show off your most valuable skills and experiences and how your work and purpose align with the organization's mission and goals. 

For example, if you’re applying to be a research fellow at a university in the medical sciences, explain why you’re the best fit for the department.

That might mean explaining your past research experience and how you’ll build on it, which faculty members do similar research to you, and how your work represents the university’s goals.

The following letter of intent templates for a professional email or formal letter can be edited to meet your needs, whether you’re applying to a job, graduate school , funding, or proposing a business partnership.

Any letter of intent examples should follow the same format and include the following:

A professional salutation

An introduction

A body that clearly states your purpose

An appropriate closing

Contact information

1. Letter of intent for a job application

Dear [name of hiring manager],

Thank you for taking the time to consider my application for the role of Editorial Assistant at the Virginia Gazette.

When I was in journalism school, I used the Gazette's coverage of the Appalachian coal miner's strikes as a guide to developing my writing ethos about working-class issues with humanity and reverence. I have followed the paper closely and have built my career around amplifying human-interest stories about politics at the community level.

I would be thrilled to interview and share my ideas for developing meaningful local coverage for the paper. You can reach me at [phone number] or [email address]. I look forward to hearing from you.

Respectfully,

2. Letter of intent for a graduate program

Dear [name of recipient],

It's with pleasure that I submit my application for a doctorate in environmental science at the University of Washington. I'm particularly interested in the opportunity to work under Dr. Jones and learn from her extensive research in environmental justice.

While completing my master's degree at the University of Oregon, I had the opportunity to do a six-month fellowship with the Mayan communities across Guatemala to learn about developing legal systems to protect their sovereignty over oil and mining resources, inspired in part by the work that Dr. Jones has done with water rights with indigenous communities across the American Northwest. 

During my fellowship, I was able to build an initial legal framework with local indigenous leaders and lawyers to present to the national government, and I am still actively counseling local scientists on information gathering, recording, and grant writing. These experiences have prepared me to fit into the environmental justice program at the university, and the doctorate program and mentorship opportunities will help me make a larger impact in other communities.

Thank you for your time and consideration. Please don't hesitate to contact me for further information. My email address is [email address], and my phone number is [phone number].

Thank you again,

3. Letter of intent for a business proposal

I'm writing to outline the proposed business transaction you and I discussed on [date]. This isn't a binding agreement, and I’m open to continued negotiation.

We've agreed to enter a design partnership. My responsibility will be business development, client sourcing, and project management. Your roles will be handling creativity, design, and developing other deliverables. All profits will be split 50-50 after expenses. We have agreed to hire an assistant to aid in administrative work, an account, and sign up for a small business loan for [sum] to cover initial overhead expenses, to be outlined formally in a partnership agreement.

We have agreed to meet on [date] to discuss financial details with [name of accountant], open a joint business account on [date] at [bank], sign an office rental agreement with [name of real estate broker] on [date], and sign a formal partnership agreement on [date] with [name of lawyer].

I look forward to firming up the details and getting started on this new venture together.

Although they all aim to secure you a new position, a letter of intent, letter of interest, and cover letter all serve different purposes. Let's break down their commonalities, differences, and when to use which.

Letter of intent

When applying for funding, graduate school, or jobs at start-ups and other small businesses, a letter of intent explains your motivations for applying. Here are three characteristics of a letter of intent:

Skill-specific: It demonstrates the specific skills and values that you will bring rather than emphasizing your previous experiences.

Emphasizes purpose: These letters should clearly indicate your intentions, the purpose of your work , and what you’ll do if chosen.

Storytelling: It tells a story that shows motivation to apply your skills in a way that benefits the organization or institution.

Cover letter

When applying for a specific job, a cover letter is an opportunity to encourage your potential employer to consider your resume and elaborate on key skills. Here are three characteristics of a cover letter:

Job-specific: It accompanies your job application, resume, or CV when applying for a specific position. Applications for a management position might focus on leadership experience over relevant technical skills, for example. 

Emphasizes experience: It highlights career highs, skills, and professional experiences you have relevant to the job. 

Convincing: It convinces the potential employer that you'll match the company culture and add value to the organization. It starts off strong and ends strong with a solid closing .

Letter of interest

If you're interested in working for a specific company that isn't currently advertising a job posting you'd like to apply for, a letter of interest lets you express your desire to work there in the future. Here are three characteristics of a letter of interest:

Organization-specific: It lets an organization know that you admire their company and want to be part of their staff.

Emphasizes initiative: It’s a way to demonstrate sought-after professional skills, like resourcefulness, independence, decision-making, goal setting, and follow-through. 

Positioning: It can be a great networking opportunity, setting you up to hear about job openings or internships , potentially before they're announced to other external candidates. 

A letter of intent is also used to outline and align business relationships, mergers, joint ventures, and partnerships. It's a non-binding agreement written before negotiating definitive agreements, like legally binding contracts, purchase agreements, or non-disclosure agreements.

These letters establish the terms of a prospective proposal between multiple businesses, freelancers, or organizations.

Anyone involved in the potential business transaction can write one, as they aren’t legally binding. They act as a good faith document or disclaimer to clarify expectations and details of a potential business deal before anyone commits.

This way, everyone involved can come to negotiations on the same page.

Now that you know the difference between a letter of intent versus letter of interest versus cover letter, it’s time to share your purpose with the world — and potential employers. 

You’ve spent your education or career developing a mission and finding your purpose. It’s worth sharing that passion with potential employers, academic advisors, and benefactors.

If you do it right, with as much intention as you’ve built your career, you’ll connect with your reader and set yourself to keep moving along your desired life path.

Understand Yourself Better:

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Elizabeth Perry, ACC

Elizabeth Perry is a Coach Community Manager at BetterUp. She uses strategic engagement strategies to cultivate a learning community across a global network of Coaches through in-person and virtual experiences, technology-enabled platforms, and strategic coaching industry partnerships. With over 3 years of coaching experience and a certification in transformative leadership and life coaching from Sofia University, Elizabeth leverages transpersonal psychology expertise to help coaches and clients gain awareness of their behavioral and thought patterns, discover their purpose and passions, and elevate their potential. She is a lifelong student of psychology, personal growth, and human potential as well as an ICF-certified ACC transpersonal life and leadership Coach.

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