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Free Letter of Intent (LOI) Template

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All states | 7 types

Updated Jun 24, 2026

~ 1 page

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A letter of intent is a preliminary document between two parties that outlines the key terms of a proposed deal before a formal contract is signed. It is used to confirm mutual interest, set expectations, and guide negotiations.

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Written by Megan Thompson, LLB - Reviewed by Kate Adkham, LLB

Template Types

Graduate Letter of Intent (LOI)

This form helps ensure you deliver the right impression for a graduate program.

Letter of Intent to Marry

This letter of intent to marry clearly states a couple's intention to get married.

Business Purchase Letter of Intent

This LOI is typically necessary when there are serious intentions to acquire a company.

Letter of Intent to Sue

This document conveys a party's intention to initiate a lawsuit against another party.

School Letter of Intent

This letter communicates a student's intention to attend a specific school.

Real Estate Letter of Intent (LOI)

This type of LOI is necessary for prospective buyers who decide to purchase a property.

What Is a Letter ofI Intent?

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A letter of intent (LOI) is a written document that summarizes the main terms of a potential agreement before either party commits to a binding contract. It sets what the parties are proposing, on what terms, and under what conditions they are willing to move forward. LOI templates are used across business transactions, real estate deals, partnerships, acquisitions, and academic applications.

An LOI is sometimes called a letter of intent form, an LOI form, or a letter of intent format, depending on the context. In some industries, the same document may be called a term sheet or memorandum of understanding. While the names differ, the core purpose is the same: to put the key terms in writing early, before the time and cost of drafting a full contract.

Most letters of intent are non-binding — they express intent without creating enforceable obligations. However, specific clauses within an LOI, such as confidentiality, exclusivity, or governing law, can be written as legally binding even when the rest of the document is not. The way a clause is worded determines whether it creates an obligation, which is why careful drafting matters even for a "preliminary" document.

When to Use a Letter of Intent Template

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Use a letter of intent when:

A buyer wants to express serious interest in purchasing a business, real estate, or significant assets before entering a purchase agreement.
Two companies are considering a partnership, joint venture, or merger and want to align on basic terms before involving legal counsel.
A landlord and tenant want to confirm lease terms: rent, duration, key conditions, before drafting a full lease agreement.
An investor intends to fund a company or project and wants to outline the proposed terms before a formal investment agreement is prepared.
A subcontractor wants to confirm their intent to perform work for a general contractor before a services contract is executed.
A student is applying to a graduate program or school and needs to express interest and describe their qualifications formally.
Parties want a record of where negotiations stand, in case discussions stall or one side later disputes what was agreed in principle.

When not to use a letter of intent

Use a purchase agreement instead if the parties have already agreed on the price and are ready to commit. An LOI at that stage only delays a binding deal.
Use a non-disclosure agreement instead if the only goal is to protect confidential information shared during negotiations. An NDA is purpose-built for this; an LOI is not.
Use a service agreement instead if the scope of work, deliverables, and payment terms are already finalized, and the parties are ready to sign.
Use a partnership agreement instead if the partnership structure, contributions, and profit-sharing have been agreed upon and the arrangement is ready to be formalized.

Parties to the Letter of Intent

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Sender (proposing party): The individual or company initiating the LOI and proposing the terms. In a business purchase, this is typically the buyer. In a job or school application, this is the applicant.
Recipient (receiving party): The individual or company receiving the proposal and deciding whether to accept, counter, or decline. In a transaction context, this is typically the seller or the other business.
Authorized representative: The person signing on behalf of a company — usually an officer, managing partner, or authorized agent. Their title and authority to bind the organization should be clear.
Legal counsel (conditional): Not a party to the document, but often involved in reviewing the LOI before signing, particularly for mergers, acquisitions, or high-value real estate transactions.
Notary (conditional): A notary is not typically required for a letter of intent. However, some parties choose to have signatures notarized to add formality or to satisfy requirements in the subsequent formal agreement.

What Are the Key Components of a Letter of Intent?

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Date: Establishes when the LOI was issued and starts the clock on any deadlines, such as an exclusivity window or response deadline.
Sender information: Full legal name, address, and contact details of the party making the offer. If a company, include the entity name and type (e.g., LLC, Inc.).
Recipient information: Full legal name and address of the party receiving the LOI.
Statement of intent: A clear opening statement describing the purpose of the letter: what the sender is proposing and what kind of transaction or relationship is being contemplated.
Description of the subject matter: A specific description of what is being bought, sold, leased, partnered on, or agreed to. For real estate, this means the property address and relevant details. For a business purchase, this means the company name and what is included in the deal.
Proposed key terms: The material terms the sender is offering — price, payment structure, timeline, revenue split, equity stake, or other deal-specific terms depending on the transaction type.
Conditions: Any requirements that must be met before the deal can proceed — such as satisfactory due diligence, financing approval, regulatory clearance, or inspection results.
Exclusivity clause (conditional): A clause preventing the recipient from negotiating with other potential buyers or partners for a defined period. This is one of the provisions that can be legally binding even in an otherwise non-binding LOI.
Confidentiality clause (conditional): A commitment from both parties to keep the terms and existence of the LOI private. Like exclusivity, this clause is typically enforceable even if the rest of the LOI is not.
Non-binding statement: An explicit statement clarifying that the LOI does not create a binding obligation to complete the transaction, except for any clauses specifically identified as binding.
Governing law: The state whose laws will apply if a dispute arises about the LOI or the negotiation process.
Response deadline: The date by which the recipient must respond — accept, counter, or decline. A clear deadline prevents open-ended negotiations.
Signature block: Signature lines for both parties, including printed names, titles, and dates.

What Are the Key Terms in a Letter of Intent?

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Non-binding: Describes a document or clause that expresses intention without creating a legal obligation to perform or complete the transaction.
Binding clause: A specific provision within an otherwise non-binding LOI that is enforceable, such as a confidentiality or exclusivity clause.
Exclusivity (no-shop clause): A commitment by the recipient not to negotiate with other potential buyers or partners for a defined period, giving the sender time to complete due diligence.
Due diligence: The process of investigating and verifying the other party's information: financial records, legal standing, assets, liabilities, before committing to a transaction.
Term sheet: A document similar to a letter of intent, often used in investment and financing transactions, that outlines the proposed economic and governance terms of a deal.
Memorandum of understanding (MOU): A document similar to an LOI, but typically used between organizations to formalize a shared understanding of goals or collaboration without creating a binding contract.
Governing law clause: A provision specifying which state's law will interpret the agreement and handle disputes.
Rescission: The cancellation of an agreement before it is executed, returning both parties to their original positions.
Good faith: The expectation that both parties will negotiate and act honestly and fairly, without attempting to mislead or take unfair advantage of the other party.
Counterparty: The other party to an agreement — the person or entity on the opposite side of the transaction.

How to Fill Out a Letter of Intent Template?

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Enter the date.
Enter the sender's full name and address.
Enter the recipient's full name and address.
Write the opening statement of intent.
Describe the subject matter.
Set out the proposed terms.
List any conditions.
Add an exclusivity clause, if applicable.
Add a confidentiality clause, if applicable.
Include the non-binding statement.
Specify the governing law.
Set the response deadline.
Complete the signature block.
Sign, by hand or with eSign, the letter and send it to the recipient.

Sources

This template is intended for general use across all 50 U.S. states+DC. Local procedures — such as notarization, witnessing, or filing requirements — may still apply, so check your state's specific rules before signing.