Is a letter of intent binding?

Usually not. An LOI generally records a shared understanding and a promise to keep negotiating, not an obligation to close. But specific clauses — commonly confidentiality, exclusivity, and who pays expenses — are often written to be binding, and courts look at the letter's actual wording and the parties' conduct. Whether any part binds you can vary by state, so have a lawyer review anything high-stakes.

What's the difference between an LOI and the final contract?

The LOI is the outline; the definitive agreement is the deal. The LOI captures headline terms (price, structure, timeline, conditions) so both sides know they're aligned before spending on due diligence and drafting. The final signed contract is what actually obligates the parties, and it controls over anything in the letter.

What should I put in the proposed terms?

Enough to show you're serious and aligned: what's being bought, leased, or offered; the price or consideration and how it's structured (cash, financing, equity); the timeline; and any major conditions or what's included. Keep it high-level — the fine print belongs in the definitive agreement.

Does the recipient have to sign it?

Not always. Some LOIs are one-way and simply state your intent. Others include an acknowledgment line so the recipient signs to confirm they're on the same page — which matters most for the binding clauses like exclusivity. This template includes a recipient signature line you can use or leave blank.

Legal · Letter of intent

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A letter of intent (LOI) sketches the proposed terms of a deal — a business purchase, a lease, an employment offer — before anyone drafts a formal contract. It names the parties, the subject, the key proposed terms, and whether the letter is binding. Most of an LOI is non-binding: it commits the parties to keep talking, not to close. This template gives you those sections plus a spot to mark confidentiality and exclusivity as binding.

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Who needs it: Anyone signaling serious interest in a deal before the lawyers draft it: a buyer proposing to acquire a business or its assets, a tenant or landlord outlining lease terms, an employer extending a preliminary offer, or partners framing a joint venture.

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Auto-fill your name, company, title, and contact block from a saved profile.
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Letter of intent questions, answered

General information, not legal or tax advice

This page is general information about a commonly-used document. State and local law varies — for advice on your specific situation, consult a licensed attorney in your jurisdiction. AttachKit fills the PDF; you're responsible for whether the contents are right for your case.

Is a letter of intent binding?: Usually not. An LOI generally records a shared understanding and a promise to keep negotiating, not an obligation to close. But specific clauses — commonly confidentiality, exclusivity, and who pays expenses — are often written to be binding, and courts look at the letter's actual wording and the parties' conduct. Whether any part binds you can vary by state, so have a lawyer review anything high-stakes.
What's the difference between an LOI and the final contract?: The LOI is the outline; the definitive agreement is the deal. The LOI captures headline terms (price, structure, timeline, conditions) so both sides know they're aligned before spending on due diligence and drafting. The final signed contract is what actually obligates the parties, and it controls over anything in the letter.
What should I put in the proposed terms?: Enough to show you're serious and aligned: what's being bought, leased, or offered; the price or consideration and how it's structured (cash, financing, equity); the timeline; and any major conditions or what's included. Keep it high-level — the fine print belongs in the definitive agreement.
Does the recipient have to sign it?: Not always. Some LOIs are one-way and simply state your intent. Others include an acknowledgment line so the recipient signs to confirm they're on the same page — which matters most for the binding clauses like exclusivity. This template includes a recipient signature line you can use or leave blank.

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