Letter of Intent (LOI) Template

[Date]

[Seller Name]
[Seller Address]

Re: Letter of Intent for Proposed [Acquisition/Transaction]

Dear [Seller Name],

This non-binding Letter of Intent ("LOI") sets forth the principal terms under which [Buyer Name] ("Buyer") proposes to acquire [assets/equity] of [Target Company] ("Target"). Except for the provisions expressly stated as binding, this LOI is intended solely as an outline for further negotiation and preparation of definitive agreements.

1. Structure of Transaction

• Buyer will acquire [describe assets/shares] of Target.
• Transaction structure (asset purchase/stock purchase/merger).

2. Purchase Price and Payment Terms

• Purchase price: $[Amount], subject to adjustments.
• Payment method: [Cash/stock/notes/earn-out].
• Deposit/escrow: $[Amount], conditions for release.

3. Closing Adjustments

• Working capital adjustment methodology and target level.
• Assumed liabilities and excluded liabilities.

4. Due Diligence

• Buyer shall have [Number] days to conduct legal, financial, operational, and regulatory due diligence.
• Seller to provide access to facilities, records, and key personnel.

5. Definitive Agreements

• Transaction to be governed by a definitive [Asset Purchase Agreement/Stock Purchase Agreement/Merger Agreement] containing customary representations, warranties, covenants, and indemnities.

6. Closing Conditions

• Regulatory approvals (e.g., antitrust, industry-specific licenses).
• Third-party consents and assignments.
• Financing contingency (if any).
• Accuracy of representations, absence of material adverse change.

7. Exclusivity (Binding)

• Seller agrees to negotiate exclusively with Buyer for [Number] days from LOI execution and not solicit or engage with other potential buyers.

8. Confidentiality (Binding)

• Parties reaffirm obligations under [existing NDA] or agree to execute new confidentiality agreement.

9. Expenses

• Each party bears its own expenses unless otherwise agreed.

10. Timeline

• Target signing date: [Date].
• Target closing date: [Date].

11. Public Announcements

• No public disclosure without mutual consent, except as required by law.

12. Governing Law

• This LOI governed by laws of [State/Country].

13. Non-Binding Effect

• Sections [identify binding sections: Exclusivity, Confidentiality, Expenses, Governing Law, Miscellaneous] are binding. All other terms are non-binding and subject to negotiation and execution of definitive agreements.

14. Acceptance

If the foregoing terms are acceptable, please sign below by [Date] to acknowledge agreement to proceed on this basis.

Sincerely,

[Buyer Name]
By: ________
Name: [Authorized Signatory]
Title: [Title]

Accepted and agreed:

[Seller Name]
By: ________
Name: [Authorized Signatory]
Title: [Title]