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Finance and corporate

Letter of intent template

Letter of intent (LOI): A letter of intent (LOI) sets out the main terms of a proposed deal, such as an acquisition or large purchase, before the parties negotiate the final agreement.

Last reviewed 6 November 2026 · 5 clauses · General guidance, not legal advice

Upload yours for a review and e-signature, or save it as a team template.

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When to use a letter of intent (LOI)

  • Proposing to acquire a company or assets
  • Agreeing headline terms of a major supply or lease
  • Starting exclusive negotiations

Letter of intent template: clause-by-clause outline

Sample starting wording for each clause. Replace the text in [brackets] with your details.

  1. Proposed transaction

    [Buyer] proposes to acquire [shares or assets] of [Target] for [price], subject to the terms below.

  2. Conditions

    The transaction is subject to due diligence, financing and a definitive agreement.

  3. Exclusivity

    For [60] days, the Seller will not negotiate with any other potential buyer.

  4. Timetable

    The parties aim to sign a definitive agreement by [date].

  5. Binding provisions

    Only the exclusivity, confidentiality, costs and governing law clauses are legally binding.

What to check before you sign

  • Is exclusivity time-limited?
  • Are only the intended clauses binding?
  • Does the price mechanism leave room for diligence findings?

How to send a letter of intent (LOI) for e-signature

  1. Draft or upload it. Use the outline above with your own wording, upload an existing document, or save it as your organisation’s template.
  2. Check it against your playbook. Points outside your positions are flagged, and approval rules route it to Legal when needed.
  3. Send it by email. Signers get a plain-language review and a secure link, sign on any device in the order you set, and can suggest changes as tracked changes.
  4. Keep the signed PDF. Everyone receives it with a certificate of completion, and key dates go to Upcoming with reminders.

Letter of intent template: frequently asked questions

Is a letter of intent binding?

Normally only the clauses it marks as binding, such as exclusivity and confidentiality.

How long should exclusivity last?

Thirty to ninety days is typical for small and mid-sized acquisitions.

Is an electronically signed letter of intent (LOI) legally binding?

In most countries, yes. E-signatures are recognised for commercial contracts under laws such as the ESIGN Act (US), eIDAS (EU), the Electronic Communications Act (UK) and the Information Technology Act (India). econtracts.ai adds a certificate of completion with each signer’s identity check and a fingerprint of the signed content.

Can I get a letter of intent (LOI) I received reviewed?

Yes. Upload it to econtracts.ai and you get a plain-language review: key dates, money and points to check, each quoting the clause it comes from.

Related contract templates

Memorandum of understanding templateMemorandum of understanding (MOU)Purchase agreement templatePurchase agreementNDA templateMutual non-disclosure agreement

This outline is a starting point for discussion, not legal advice, and it is not a complete contract. Laws differ by country and sector; have a qualified lawyer review contracts that matter.