ContractsCounsel Logo

Letter of Intent

Clients Rate Lawyers on our Platform 4.9/5 Stars
based on 8,753 reviews

Jump to Section

Need help with a Letter of Intent?

Create a free project posting

A letter of intent is a formal document outlining one's intentions for a specific action, such as applying for a job or program or initiating a purchase. It could also be used to clarify specific points in a business transaction. A job candidate might send a letter of intent to a business if they wanted to work for the company, but there wasn't a specific job they were applying for. The candidate might submit a letter of intent along with a general application.

The letter of intent shows interest in the other party and deals with them in a respectful and professional manner. It states your intentions without actually entering into an agreement regarding the business arrangement. When a letter of intent is used between businesses, it allows the individual parties to define their relationships and their future plans without involving lawyers and generating significant legal costs. Though the document isn't legally binding, it is a show of good faith.

Other Names of a Letter of Intent

A letter of intent is sometimes referred to as:

  • Terms sheet
  • Framework letter
  • Letter of interest
  • Intent to purchase letter
  • Assurance letter

Steps to Write a Letter of Intent

Here are the basic steps you should follow to write a general letter of intent that could be used to clear an intent to purchase or to plan a business arrangement:

  1. Determine the Name of the Recipient. While there may be situations where you need to include a general greeting, like if you're sending the letter to multiple people, in most cases, it's best to send your letter of intent to a specific individual. This will increase the likelihood that the letter will reach the right person.
  2. Choose the Best Greeting. The most common greeting is "Dear Mr./Ms. Last Name." If the person you're sending the letter to has a professional title, such as Professor or Dr., you should use that instead.
  3. Write the Body. This part of the letter will vary depending on the purpose of your letter of intent. In general, the first paragraph should state the purpose of your letter. If you're purchasing real estate or a business, you should state the terms that are proposed for the purchase. If you're expressing interest in working for a company, you should highlight the qualifications that would make you ideally suited for a job at the company. If you're sending a letter of intent to accept a scholarship, you should express your appreciation and enthusiasm in an appropriate, professional manner.
  4. Include a Professional Closing. Always use a professional closing. "Sincerely" or "Yours truly" often work well. Write or type your name under the closing.
Meet some lawyers on our platform

Edward R.

1 project on CC
View Profile

Michael M.

510 projects on CC
View Profile

Sara S.

82 projects on CC
View Profile

Bryan B.

215 projects on CC
View Profile

Types of Letters of Intent

Here are a few specific examples of different types of letters of intent:

  • Purchase of Real Estate, Business, or General Property: You can use a letter of intent to state your intention to purchase commercial or residential property or a business. The letter should specifically state that it isn't an official purchase agreement and that the terms and conditions of the business transaction are to be stated in the actual purchase agreement that must be agreed upon by all relevant parties.
  • Scholarship Acceptance: A student could send a letter of intent to an institution or organization when accepting a scholarship. The letter should express appreciation for the scholarship and excitement for the opportunity.
  • Graduate School: If you intend to submit an application to attend a specific graduate school, you could send a letter of intent to that university. Some schools may even require a letter of intent as part of their application process. The letter should let the recipient know that you've submitted your application and list the graduate program for which you're applying.
  • Acquisition: This type of letter of intent is similar to the one that you would use when purchasing a business. However, it should be marked as confidential. As a sender, you may want to include the basic terms of the deal in addition to a nonbinding statement about the preparation of the agreement and procedures for negotiation.
  • Employment: You could send a letter of intent to express interest in working for a company, even if there isn't a specific opening available. The letter can state the type of position you're interested in or whether you're looking for an opening in a particular department.

Benefits of a Letter of Intent

The following are the benefits of a letter of intent:

  • Outlines Goals: An LOI aids both parties in outlining their goals and expectations for a future transaction. It gives the early discussions a well-structured framework, ensuring everyone is on the same page. It offers the early discussions a well-structured framework, ensuring everyone is on the same page. This is beneficial since it makes certain that everybody is on the same page and working closer to the same goal.
  • Assists in Negotiation: It outlines the essential parameters of the agreement, enabling parties to pinpoint points of agreement and dispute. Narrowing the focus of the negotiation to the most important topics helps speed up the process.
  • Provides Legal Protection: A letter of intent contains several legal clauses to protect both parties throughout the negotiation process.
  • Encourages Settlement in Good Faith: Even though a letter of intent is typically not legally enforceable, it frequently includes a clause promising that both parties would negotiate a settlement in good faith. This commitment can promote trust and cooperation in negotiations.
  • Saves Time: Companies can save time and money by creating a thorough LOI before moving forward with a formal contract. If the parties can come to an understanding of the key points outlined in the LOI, the time-consuming and expensive process of drafting a comprehensive contract can be avoided.
  • Conducts Due Diligence: The process of due diligence is frequently started with the LOI. It permits the buyer or recipient of the proposal to look into the company, assets, or property in more detail before committing to the deal in writing.
  • Includes Binding Clause: Although the LOI is often non-binding, it can contain some binding clauses, such as exclusivity clauses that forbid the seller or landlord from negotiating with anyone else for a predetermined time.
  • Allows Customization: The LOI is a versatile document that can be modified to meet the particular requirements of the transaction. Parties are free to add restrictions and clauses specific to their circumstances.
  • Maintains Records: It provides written evidence of the negotiation process, which is helpful if any controversies subsequently emerge. The final contract can be used as a point of reference.
  • Incorporates Confidentiality Clause: The main advantage of a letter of intent is the inclusion of clauses that are advantageous to both parties. For instance, parties frequently include a confidentiality clause in a letter of intent. This confidentiality provision will ensure that any confidential information given will be safeguarded even if negotiations do not result in an agreement.
  • Grants Exclusivity Benefit: Additionally, exclusivity-allowing terms may be included in letters of intent. As a result, early in the negotiation process, parties cannot negotiate with one another. This is advantageous since it eliminates possible negotiating chips and guarantees that parties won't hastily include particular contractual clauses in response to outside pressure.
  • Functions as a Memorandum of Understanding (MOU): An LOI can occasionally serve as an MOU, which is a preliminary step to a more official agreement. MOUs are employed by parties who want to express their commitment to examining the potential for future partnership.

Letter of Intent vs. Cover Letter

Admittedly, letters of intent can be similar to cover letters when used for the purpose of finding a job. However, there are some differences. A letter of intent:

  • Is more focused on the company than a specific role
  • Speaks in more general terms about the candidate's skill set

Cover letters, on the other hand, tend to be

  • Focused on the specific job
  • Discuss the candidate's skills as they relate to that job

Letter of Intent Sample for Asset Purchase (Non-Binding)

Dear [NAME]:

This letter of intent (“Letter of Intent”) sets forth proposed terms of [BUYER NAME] (“Buyer”) purchase of all assets related to [ASSET NAME] and you (“Seller”). Buyer and Seller are referred to collectively as the “Parties.”

This letter does not address all matters upon which agreement must be reached for the proposed transactions to be consummated. The Parties intend to execute a definitive Asset Purchase Agreement and other necessary documentation (the “Definitive Agreements”) at a later date.

The Parties agree that this Letter of Intent is intended as only outline of certain terms and should not be considered binding on both Parties.

In general, the proposed transaction would be as follows:

  1. Execution Date. The Parties intend to execute an Asset Purchase Agreement no later than [DATE]. The Asset Purchase Agreement shall be subject to the conditions outlined in this document.
  2. Subject Property. The subject property of this Letter of Intent shall be the assets, inventory, equipment, goodwill, and contracts, including but not limited to [ASSETS] (the “Purchased Assets”). A list of the Purchased Assets is attached as Exhibit “A.” Buyer will not assume any debt or other obligations of Sellers.
  3. Definitive Agreements. Seller and Buyer will negotiate in good faith a definitive Asset Purchase Agreement and certain ancillary transaction documents, such as an assignment of contract (the “Definitive Agreements”).
  4. Due Diligence. During the [DUE DILIGENCE PERIOD TIMEFRAME] day Due Diligence Period, Buyer and his representatives shall have full opportunity to review the business, properties, affairs, prospects, books, and records related to the Purchased Assets and to obtain information that it deems relevant from the management, bankers, lawyers, accountants, and other consultants of Sellers. Sellers shall furnish to Buyer such financial and other data and information as is requested for the completion of Buyer’s due diligence. Buyer agrees to keep confidential and not to use for any purpose any confidential information provided by Sellers.
  5. Suitable Financing. Execution of the Asset Purchase Agreement is contingent on Buyer’s ability to acquire suitable financing. Buyer retains the right to make the final determination as to the suitability of financing.
  6. Expenses. Other than the fees associated with the escrow agent, it is expressly understood that Buyer will not be responsible for any transaction-related expenses incurred by Sellers, and Sellers will not be responsible for any transaction-related expenses incurred by Buyer. All legal, accounting, due diligence, and other costs and expenses incurred in connection with the closing of the transaction shall be paid by the party incurring such expenses.
  7. Confidentiality. Sellers and Buyer agree that, prior to the closing date, any public announcement relating to the proposed transaction must be approved by both parties prior to release to the public.
  8. Miscellaneous. Pending execution of a mutually acceptable Definitive Agreements, Sellers will conduct its business in the ordinary course.

If the foregoing reflects the present intention of, and is generally acceptable to you, please execute and date the enclosed counterpart signed by Buyer and return such executed counterpart to the undersigned.

Very truly yours,


Date: _____________

Accepted: _________________________

Date: _____________

Tips for Writing a Letter of Intent

Here are some tips you can use to help you write a letter of intent:

  • Use an Appropriate Format. Use a business letter format that includes both parties' contact information and the date the letter is created.
  • Include a Clear Subject Line. If you're sending your letter via email, include a concise subject line that states the purpose of the letter. If you're sending the letter in this way, you don't need to include contact information at the top of the letter for both parties. You can place your contact information under the signature at the bottom.
  • Proofread Carefully. Read the letter of intent closely to look for typos and grammatical errors.
  • Use a Professional Greeting. Try to send the letter to someone specifically and professionally greet them. If the letter is being sent to several people, you can use a general greeting like, "To whom it may concern."
  • Use Short Paragraphs. You should keep your letter brief with short paragraphs to increase the likelihood that the recipient will read the letter in full. This is particularly true if you're sending a letter of intent expressing your interest in a job at a company.
  • Research the Company. If you're writing a letter of intent to apply for a job at a company, research the company in advance to better understand its mission and culture. This can help give you a sense of how you could potentially add value.
  • Use Bullet Points. Consider using bullets to highlight your qualifications for a job or key points you want to emphasize in a business deal. Bullets will help to draw attention to this information and ensure it isn't overlooked when the recipient scans the letter.
  • Keep Your Letter Short. Your letter of intent should never be longer than one page.

Letter of Intent Templates

Final Thoughts on a Letter of Intent

A letter of intent is only a preliminary record and serves more often than not to clarify the parties' desires and open discussions. Except for any precise conditions that can be expressly detailed to be binding, it isn't a settlement that is enforceable in a courtroom. A robust and well-drafted letter of intent can build the foundation for a fruitful and positive agreement. Still, it's far more important to proceed with in-depth negotiations and a formal settlement, such as an agreement or definitive agreement, to ensure all conditions are documented and legally enforceable.

If you are looking to get free pricing proposals from vetted lawyers that are 60% less than typical law firms, you can click here to get started. By comparing multiple proposals for free, you can save time and stress of finding a quality lawyer for your business needs.

Need help with a
Letter of Intent?

Create a free project posting

Meet some of our Letter of Intent Lawyers

Atilla B. on ContractsCounsel
View Atilla
5.0 (1)
Member Since:
October 4, 2021

Atilla B.

Free Consultation
Denver, CO
4 Yrs Experience
Licensed in CO, DC
American University - Washington College of Law

Atilla Z. Baksay is a Colorado-based attorney practicing corporate and securities attorney. Atilla represents clients in the negotiation and drafting of transactional (e.g. master service, purchase and sale, license, IP, and SaaS agreements) and corporate (e.g. restricted stock transfers, stock options plans, convertible notes/SAFE/SAFT agreements, bylaws/operating agreements, loan agreements, personal guarantees, and security agreements) contracts, in-house documents (e.g. employment policies, separation agreements, employment/independent contractor/consultant agreements, NDAs, brokerage relationship policies, and office policy memoranda), and digital policies (e.g. terms of service, privacy policies, CCPA notices, and GDPR notices). Atilla also reviews, and issues legal opinions concerning, the security status of digital currencies and assets. Following law school, Atilla practiced international trade law at the Executive Office of the President, Office of the United States Trade Representative, where his practice spanned economic sanctions enacted against goods originating in the People’s Republic of China valued at $500 billion. Afterwards, Atilla joined a Colorado law firm practicing civil litigation, where the majority of his practice comprised of construction defect suits. Today, Atilla's practice spans all corporate matters for clients in Colorado and the District of Columbia.

Jeff C. on ContractsCounsel
View Jeff
5.0 (8)
Member Since:
July 31, 2020

Jeff C.

Outside General Counsel / Business Attorney
Free Consultation
36 Yrs Experience
Licensed in CO, OR
University of Oregon

Experienced and broad based corporate/business attorney and Outside General Counsel (OGC), for start-ups, small businesses and growing companies of all sizes, advising and assisting clients with corporate and LLC formation, contracts and agreements, internet and terms of use/service agreements, trademarks and intellectual property protection, the purchase and sale of businesses (M&A), labor and employment matters, compliance and risk management, corporate governance, and commercial leasing matters. See other reviews on my website at

Max M. on ContractsCounsel
View Max
4.9 (20)
Member Since:
July 12, 2021

Max M.

Business Attorney
Free Consultation
Baltimore, Maryland
16 Yrs Experience
Licensed in MD
Georgetown University Law Center

Results oriented business attorney focusing on the health care sector. Formerly worked in Biglaw doing large multi-million dollar mergers and acquisitions, financing, and outside corporate counsel. I brought my skillset to the small firm market, provide the highest level of professionalism and sophistication to smaller and startup companies.

Bruce B. on ContractsCounsel
View Bruce
5.0 (13)
Member Since:
January 11, 2022

Bruce B.

Managing Attorney
Free Consultation
Tampa, FL
8 Yrs Experience
Licensed in FL
University of South Carolina

Bruce Burk practice is in the area of small business, labor and employment, contracts, real estate and civil litigation. Bruce has litigated over 40 trials as well as many appeals. He prioritizes client communication and satisfaction as well as delivering high quality work product.

Cory B. on ContractsCounsel
View Cory
5.0 (1)
Member Since:
November 29, 2021

Cory B.

Free Consultation
Bellaire, OH
7 Yrs Experience
Licensed in OH
Duquesne University School of Law

Attorney Cory Barack specializes in business, real estate, probate, and energy law. He can help you with oil/gas leases, easements, property sales, drafting contracts and wills, setting up companies, and resolving disputes. He is licensed to practice law in Ohio and is located in Eastern Ohio.

Daehoon P. on ContractsCounsel
View Daehoon
4.8 (104)
Member Since:
November 26, 2021

Daehoon P.

Corporate Lawyer
Free Consultation
New York, NY
8 Yrs Experience
Licensed in NY
American University Washington College of Law

Advised startups and established corporations on a wide range of commercial and corporate matters, including VC funding, technology law, and M&A. Commercial and Corporate Matters • Advised companies on commercial and corporate matters and drafted corporate documents and commercial agreements—including but not limited to —Convertible Note, SAFE, Promissory Note, Terms and Conditions, SaaS Agreement, Employment Agreement, Contractor Agreement, Joint Venture Agreement, Stock Purchase Agreement, Asset Purchase Agreement, Shareholders Agreement, Partnership Agreement, Franchise Agreement, License Agreement, and Financing Agreement. • Drafted and revised internal regulations of joint venture companies (board of directors, employment, office organization, discretional duty, internal control, accounting, fund management, etc.) • Advised JVs on corporate structuring and other legal matters • Advised startups on VC funding Employment Matters • Drafted a wide range of employment agreements, including dental associate agreements, physician employment agreements, startup employment agreements, and executive employment agreements. • Advised clients on complex employment law matters and drafted employment agreements, dispute settlement agreements, and severance agreements. General Counsel • As outside general counsel, I advised startups on ICOs, securities law, business licenses, regulatory compliance, and other commercial and corporate matters. • Drafted or analyzed coin or token sale agreements for global ICOs. • Assisted clients with corporate formations, including filing incorporation documents and foreign corporation registrations, drafting operating and partnership agreements, and creating articles of incorporation and bylaws. Dispute Resolution • Conducted legal research, and document review, and drafted pleadings, motions, and other trial documents. • Advised the client on strategic approaches to discovery proceedings and settlement negotiation. • Advised clients on employment dispute settlements.

Cameron S. on ContractsCounsel
View Cameron
Member Since:
January 24, 2022

Cameron S.

Free Consultation
San Francisco
28 Yrs Experience
Licensed in CA
University of San Francisco

A commercial contracts lawyer with over 25 years of experience (both at large law firms and in-house as general counsel of a public company)

Find the best lawyer for your project

Browse Lawyers Now
Business lawyers by top cities
See All Business Lawyers
Letter of Intent lawyers by city
See All Letter of Intent Lawyers

ContractsCounsel User

Recent Project:
Letter of intent
Location: New York
Turnaround: A week
Service: Contract Review
Doc Type: Letter of Intent
Page Count: 3
Number of Bids: 5
Bid Range: $400 - $1,750

ContractsCounsel User

Recent Project:
Letter of intent
Location: California
Turnaround: Less than a week
Service: Drafting
Doc Type: Letter of Intent
Number of Bids: 4
Bid Range: $650 - $1,200
related contracts
See More Contracts
other helpful articles

Need help with a Letter of Intent?

Create a free project posting

Want to speak to someone?

Get in touch below and we will schedule a time to connect!

Request a call

Find lawyers and attorneys by city