A letter of intent records the shape of a deal before the full contract — price, timing, key terms. Most of it is deliberately non-binding, with a few clauses (exclusivity, confidentiality) that do bind.
What's inside
Purpose
Proposed termsThe headline commercial points — price, timing, structure — captured early so both sides are aligned before lawyers draft the full agreement.
ExclusivityA binding promise not to shop the deal around for a set period. Often the one thing a buyer really wants from an LOI.
ConfidentialityObliges each side to keep the other’s non-public information secret and use it only for the deal.
Costs
Non-binding effectThe clause that makes a letter of intent safe to sign — it says nothing here binds you except the few clauses named. Get this wrong and a "letter" can become an enforceable contract.
Governing law and jurisdictionChooses which country’s law applies and which courts decide disputes.In negotiation: Pick a forum where you could actually afford to sue — a 'won' clause naming a court you'll never travel to is a loss.
How this template is reviewed
Drafted Template v1 · June 2026
Written in plain language and self-checked against comparable open standards where they exist. Independent review is pending. Every export is stamped with the template ID and version it came from. A status is never claimed until the work behind it has happened.
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