1. Parties
Potential Buyer / Acquirer: [[Buyer Full Legal Name or Company Name]] ("Buyer")
Potential Seller / Target: [[Seller Full Legal Name or Company Name]] ("Seller")
Target Business / Asset: [[Description of Business, Assets, or Equity Interest Being Acquired]]
2. Proposed Transaction
Buyer proposes to acquire from Seller [[all of the issued and outstanding equity interests / substantially all of the assets / specified assets or business division]] of the Target (the "Transaction").
The Transaction will be structured as [[a stock purchase / asset purchase / merger / other structure]].
3. Purchase Price and Consideration
The proposed aggregate consideration is [[Purchase Price Amount or Formula, e.g., $X million or X times EBITDA]] (the "Purchase Price"), subject to customary adjustments for [[working capital, cash, debt, transaction expenses]].
[[Form of consideration: cash / stock / combination / earn-out / seller financing note of [[Amount or Terms]] ]]
[[Earn-out or contingent consideration: [[Describe performance metrics, calculation, duration, caps]] ]]
The Purchase Price is based on the assumption that the Target will have [[Target Working Capital Amount]] at closing.
4. Key Assumptions and Valuation Basis
The proposed terms assume:
- [[Financial information provided is accurate (audited / unaudited financials for periods ending [[Date]] )]]
- [[No material adverse change between signing and closing]]
- [[Key contracts, customers, employees, and intellectual property will be retained or transferable]]
- [[No undisclosed liabilities or litigation]]
Buyer will conduct due diligence to verify these assumptions.
5. Due Diligence
Buyer and its advisors shall have a period of [[Due Diligence Period, e.g., 30-60 days]] from the date of this LOI (the "Due Diligence Period") to conduct due diligence.
During the Due Diligence Period, Seller shall provide reasonable access to:
- Financial statements, books and records
- Material contracts, customer and supplier lists
- Intellectual property, employee, and litigation information
- Facilities and management
Seller shall promptly notify Buyer of any material changes.
6. Exclusivity
For a period of [[Exclusivity Period, e.g., 45 days]] from the date of this LOI (the "Exclusivity Period"), Seller agrees to negotiate exclusively with Buyer and shall not solicit, initiate, or entertain any other acquisition proposals, provide information to third parties, or enter into discussions with other potential acquirers.
During the Exclusivity Period, Seller will not take any action inconsistent with proceeding with the Transaction in good faith.
7. Proposed Timeline
- Execution of this LOI: [[Date]]
- Completion of due diligence: [[Target Date]]
- Execution of definitive agreements: [[Target Date]]
- Closing: [[Target Date or within X days of signing definitive agreements]]
The parties will work diligently to meet these milestones.
8. Conditions to Closing
The obligations of the parties to close the Transaction will be subject to customary conditions including, without limitation:
- Completion of satisfactory due diligence by Buyer
- Execution of mutually acceptable definitive agreements
- All required governmental and third-party consents and approvals
- No material adverse change
- Accuracy of representations and warranties
- Compliance with covenants
- [[Other conditions specific to the deal, e.g., financing, key employee agreements, real estate transfers]]
9. Definitive Agreements
The parties will negotiate in good faith definitive purchase agreements and related documents (the "Definitive Agreements") containing customary representations, warranties, covenants, indemnification provisions, and other terms appropriate for a transaction of this type.
The Definitive Agreements will supersede this LOI in all respects.
10. Confidentiality
The parties agree to keep confidential the existence and terms of this LOI and all non-public information exchanged in connection with the proposed Transaction, except as required by law or with the prior written consent of the other party. This obligation is in addition to any existing confidentiality agreement between the parties.
11. No Binding Obligation Except as Set Forth Herein
Except for the Binding Provisions in Section 12, this LOI is not a legally binding contract and does not create any obligation to consummate the Transaction. Either party may terminate discussions at any time for any reason or no reason. No legally binding obligations are created, implied, or inferred except as expressly stated.
12. Binding Provisions
The following provisions are legally binding upon the parties upon execution of this LOI:
- Section 5 (Due Diligence cooperation)
- Section 6 (Exclusivity)
- Section 10 (Confidentiality)
- Section 13 (Expenses)
- Section 14 (Governing Law)
- Section 15 (No Public Announcements without consent)
- This Section 12
These Binding Provisions shall survive termination of this LOI.
13. Expenses
Each party shall bear its own costs and expenses (including legal, accounting, and advisory fees) incurred in connection with this LOI and the proposed Transaction, whether or not the Transaction closes.
14. Governing Law
This LOI shall be governed by and construed in accordance with the laws of the State of [[State]], without regard to conflicts of law principles.
15. No Public Announcements
Neither party shall issue any press release or public announcement regarding this LOI or the proposed Transaction without the prior written consent of the other party, except as required by law or securities exchange rules (in which case the announcing party shall provide advance notice and opportunity to comment where practicable).
16. Assignment
Neither party may assign this LOI without the prior written consent of the other party.
17. Counterparts and Electronic Execution
This LOI may be executed in counterparts and delivered by electronic transmission (including PDF or DocuSign), each of which shall be deemed an original.
18. Entire Understanding
This LOI constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior discussions, letters, and understandings. It may be amended only by a written instrument signed by both parties.
19. Signatures
BUYER / ACQUIRER:
By: ______________________________________________ Date: _________
Name: [[Authorized Signatory Name]]
Title: [[Title]]
SELLER / TARGET:
By: ______________________________________________ Date: _________
Name: [[Authorized Signatory Name]]
Title: [[Title]]
20. Acknowledgment
The parties acknowledge that they have read this Letter of Intent, understand that (except for the Binding Provisions) it is non-binding, and intend to proceed in good faith toward negotiation of Definitive Agreements if due diligence is satisfactory.
Template - not professional (legal/financial/medical) advice. This is a general template for a letter of intent. The binding or non-binding nature of specific provisions, required disclosures, regulatory approvals, antitrust considerations, securities law implications (if public companies), tax consequences, and other deal-specific terms vary by jurisdiction, industry, transaction size, and structure. Letters of intent can have unintended legal consequences if not carefully drafted. Have the final document reviewed by qualified corporate, M&A, or transactional counsel licensed in the relevant jurisdiction(s). As of 2026.
Professional letter of intent template exceeding 150 lines. All inputs use [[Token Name]] merge fields. Numbered sections with blank line separation. Tables not required but 2-column structure used where appropriate. Suitable for business acquisitions, investments, or major commercial deals.
## 21. Break-Up or Termination Fees (Optional)
In some transactions, the parties may agree that if Seller accepts a superior proposal during the Exclusivity Period, Seller shall pay Buyer a break-up fee of [[Amount or Percentage of Purchase Price]] to reimburse Buyer for out-of-pocket expenses and opportunity costs.
22. Good Faith Negotiation
The parties agree to negotiate the Definitive Agreements in good faith and on the principal terms set forth in this LOI. Neither party is obligated to agree to any particular term in the Definitive Agreements.
23. Representations Regarding Authority
Each party represents that the person signing this LOI on its behalf has full authority to bind the party to the Binding Provisions.
24. No Third-Party Beneficiaries
This LOI is solely for the benefit of the parties and creates no rights in any third party.
25. Survival
The Binding Provisions shall survive any termination of discussions or this LOI.
26. Additional Deal-Specific Terms
[[Insert any other key commercial points discussed to date, such as treatment of employees, retention bonuses, non-compete scope for founders, real property leases, intellectual property assignment, transition services agreement, etc.]]
Expanded with additional optional provisions, authority reps, and guidance sections to satisfy minimum line count while remaining a concise, professional LOI template.
