A letter of intent sets out the main deal terms before due diligence. Most of it is non-binding; exclusivity and confidentiality usually are.
What to include
- Purchase price and how it is paid (cash at closing, seller note, earn-out)
- Assets included and excluded
- Due diligence period
- Exclusivity period
- Transition support
- Target closing date
- Confidentiality
Free LOI template
LETTER OF INTENT Date: [date] Buyer: [name / company] Seller: [name / company] Asset: [anonymized description or URL] 1. Purchase price: $[amount], paid as $[amount] at closing through Escrow.com, [$[amount] seller note over [term] at [rate]%] [and up to $[amount] earn-out based on [metric] over [period]]. 2. Assets included: [domain, content, accounts, email list, code, trademarks, inventory at landed cost]. 3. Due diligence: [14] days from signing, with read-only access to analytics, revenue sources and expenses. 4. Exclusivity: the Seller will not negotiate with other buyers for [21] days. (Binding) 5. Transition: [30/60/90] days of support by email and calls. 6. Closing: target date [date], subject to satisfactory due diligence and a signed asset purchase agreement. 7. Confidentiality: both parties keep this letter and all shared information confidential. (Binding) 8. Non-binding: except sections 4 and 7, this letter is not a binding agreement to buy or sell. Buyer signature: ____________ Seller signature: ____________
This template is for information only and is not legal advice. Have a lawyer review your final documents.