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Free Letter of Intent (LOI) Real Estate Template

Name: Real Estate Letter of Intent (LOI)
Brand: Loio
Rating: 4.8 (386 reviews)

4.8 (386 reviews)

All states | 7 types

Updated Jul 21, 2026

~ 3 pages

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A real estate letter of intent is a preliminary document between a buyer and a seller that outlines proposed terms for the sale of a property. It is used to signal serious intent and guide negotiations before a binding purchase agreement is drafted.

Real Estate Letter of Intent (LOI) Page 1

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

What Is a Real Estate Letter of Intent?

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A real estate letter of intent (LOI) is a document that summarizes the proposed terms of a property sale before either side commits to a binding purchase agreement. It typically covers the property description, purchase price, and any conditions that must be met before the deal can proceed.

A letter of intent for a real estate transaction is most common in commercial property deals, where the buyer and seller want to confirm they agree on the basics before spending time and money on legal review, financing, and due diligence. Some parties use the terms real estate LOI and loi in real estate interchangeably with a letter of intent for real estate, though the structure and purpose remain the same across all versions.

Most of an LOI is non-binding — it expresses intent rather than creating enforceable obligations to complete the sale. However, specific clauses within the letter, such as confidentiality or exclusivity, can be written as binding even when the rest of the document is not. That distinction matters, since it determines what each party can actually walk away from if the deal doesn't move forward.

When to Use a Real Estate Letter of Intent?

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Use a real estate letter of intent when:

A buyer has decided to move forward with a property purchase, but the full terms haven't been negotiated yet. A loi template real estate professionals use can help structure this stage consistently.
Both sides want a documented starting point before spending money on legal review or due diligence.
The transaction involves commercial property, where an LOI is a standard first step before a formal purchase agreement.
The buyer wants an exclusivity period to complete due diligence without the seller entertaining other offers.
Either party wants a record of the agreed-upon terms in case negotiations stall or memories differ later.

When not to use a real estate letter of intent:

Use a real estate purchase agreement instead if the price and terms are already agreed upon, and both sides are ready to sign a binding contract.
Use a land purchase agreement instead if price and terms for a land sale are already agreed upon, and you're ready to document the deposit and closing terms directly.
Use a contract for deed instead if the seller is financing the purchase directly and transferring the property over time as payments are made.

Parties to a Real Estate Letter of Intent?

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Buyer: The individual or entity interested in purchasing the property. Responsible for arranging financing, conducting inspections, and completing due diligence in line with the terms of the LOI.
Seller: The individual, business, or entity that owns the property. Responsible for confirming that representations about the property are accurate and free of undisclosed issues.
Real estate agent or broker (conditional): If an agent or broker represents either party, that person may negotiate terms on their client's behalf and is typically named in the LOI for reference.

Insight

Once all terms and conditions are met, the seller transfers ownership by deed, which is recorded with the county recorder or the relevant local authority. This recording is what makes the transfer of ownership part of the public record.

What Are the Key Components of a Real Estate Letter of Intent?

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Property description: The property's address and full legal description, so there's no ambiguity about which property the letter concerns.
Purchase price: The proposed price the buyer is offering, which serves as the starting point for negotiation.
Deposit: The amount of earnest money the buyer proposes to put down and how it will be held until closing.
Contingencies: Conditions that must be satisfied before the deal proceeds, such as financing approval, a satisfactory inspection, or a clean title search.
Due diligence period: The window of time the buyer has to investigate the property: inspections, zoning, environmental reports, or financial records, before committing further.
Exclusivity clause: A provision preventing the seller from negotiating with other buyers for a set period, giving the buyer time to complete due diligence without competing offers.
Confidentiality clause: A commitment by both parties to keep the terms and the existence of the negotiation private.
Expiration date: The date by which the letter expires if the parties haven't moved forward to a signed purchase agreement.

What Are the Key Terms of a Real Estate Letter of Intent?

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Non-binding: Describes a document or clause that expresses intent without creating an enforceable obligation to complete the transaction.
Binding clause: A specific provision within an otherwise non-binding LOI — commonly confidentiality or exclusivity — that is enforceable on its own.
Due diligence: The buyer's process of investigating the property's condition, title, zoning, and finances before committing to the purchase.
Earnest money: A deposit a buyer makes to demonstrate serious intent, typically held in escrow until closing.
Exclusivity (no-shop clause): A commitment from the seller not to negotiate with other buyers for a defined period.
Contingency: A condition that must be satisfied before the transaction can close, such as financing approval or a clean inspection.

How to Fill Out a Real Estate Letter of Intent

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Whether you're using a letter of intent real estate template or a loi real estate template, the same core steps apply:

Enter the date the letter is being written.
Enter the buyer's full legal name and contact information.
Enter the seller's full legal name and contact information.
Describe the property, including its address and legal description.
State the proposed purchase price and any relevant payment terms.
Enter the amount of the earnest money deposit and how it will be held.
List the contingencies that must be satisfied before the deal proceeds — financing, inspection, title, or others specific to the transaction.
Set the due diligence period, specifying how many days the buyer has to investigate the property.
Add an exclusivity clause if the buyer wants the seller to stop negotiating with other parties for a specified period.
Add a confidentiality clause if either party wants the terms of the negotiation kept private.
Set an expiration date for the letter, after which it's no longer valid if a purchase agreement hasn't been signed.
Sign and date the letter. You can sign electronically using eSign or by hand.

Requirements for this document vary by state. Review your state's laws and procedures — or consult a licensed attorney — before using this template to ensure it's valid and enforceable where you live.