Letter of Intent (LOI)

• High-level summary of the planned agreement.
• Key terms such as:
• Type of transaction (e.g., purchase, investment, partnership)
• Assets or services involved
• Roles of each party

These are the main points the parties are agreeing in principle to, such as:

For a Business Deal:
• Purchase price or valuation
• Payment terms
• Due diligence process
• Timeline for closing
• Conditions precedent (things that must happen before the final agreement)

For a Hiring Arrangement:
• Job title and responsibilities
• Salary and benefits
• Start date
• Term of employment (if applicable)

• May reaffirm an existing NDA or introduce a new confidentiality obligation regarding the discussions or disclosed documents.

• A clause stating that one party agrees not to negotiate with others for a set period.

• Most of the LOI is non-binding meaning it’s not enforceable in court.
• Certain parts may be binding such as:

• Confidentiality

• Exclusivity

• Governing law

• Dispute resolution

Outline the path forward, such as:

•Entering due diligence
• Drafting formal agreements
• Setting negotiation timelines

• Optional, but may specify which jurisdiction’s law applies if there’s a disagreement.

• Names, titles, signatures, and dates of all parties to show mutual understanding and agreement on the outlined terms.