This letter is used by a party seeking to enter into a proposed business transaction with
another party. The letter of intent outlines the material terms and conditions of the
proposed transaction. It includes the purpose of the business transaction, each party's
duties, and other additional terms. This document provides a template for drafting a
letter of intent and may be customized to fit the specific needs of the parties. It should
be used by a party seeking to enter into a business transaction with another party.
LETTER OF INTENT FOR A BUSINESS TRANSACTION
TO: [Name & Address of Receiving Party]
FROM: [Name & Address of Offering Party]
DATE: [Insert Date Letter Sent]
SUBJECT: [Describe nature of proposed agreement]
Dear: [Name of Receiving Party]:
[Offering Party’s Name] offers this letter of intent (“Letter”), outlining the mutual intent
of both Parties to enter into a business transaction between [Offering Party] (“Offeror”) and
[Receiving Party] (“Offeree”) in regard to: [Describe nature of proposed agreement]. This
Letter sets forth the terms and conditions that Offeror seeks to use as material terms for the
proposed agreement. This letter supersedes, in its entirety, any and all communications that
previously occurred between the Parties. This Letter is non-binding and requires further
consideration and a final contract or agreement executed by the Parties in order to be legally
The Terms and Conditions proposed are as follows:
1. Overall Structure
The mutual goal of this business transaction is to: [detailed description of
transaction]. In order to effectuate this transaction the Parties agree to complete respective tasks,
obligations, and/or requirements as follows: Offeror agrees to: [Duties of Offeror; e.g., services
rendered, payment tendered or received, goods exchanged, etc. . . ]; [Offeree] agrees to: [Duties
of Offeree; e.g., services rendered, payment tendered or received, goods exchanged, etc. . .]
The Parties agree to enter into negotiations under the Terms and Conditions of
this Letter to determine whether this business transaction is viable for both Parties. Both Parties
agree not to enter into negotiations or solicit information or negotiations with any third party
from the date on which this Letter is received by Offeree until the term of negotiations ends
either under the Terms and Conditions of this Letter or by a mutual agreement by the Parties that
negotiations have ended.
In the event that any confidential information is exchanged between the Parties,
resulting from negotiations under the Terms and Conditions of this Letter, both Parties shall
agree to make any necessary efforts to keep all information confidential.
The Parties shall make all reasonable efforts to finalize transaction within ____
(___) days of the receipt of this Letter by Offeree.
© Copyright 2013 Docstoc Inc. registered document proprietary, copy not 2
5. Public Announcement
Parties shall neither make any public announcement regarding negotiations under
the Terms and Conditions of this Letter nor make any public announcement regarding the
formation of [New Entity] without the express consent of both Parties.
Any Expenses accrued under the Terms and Conditions of this Letter shall be paid
as follows: [Describe all relevant proposed prices for products or services rendered by both
Parties]; [Offeree] agrees to pay [Proposed Price] for [business transaction]; [Offeree] agrees to
pay [Proposed Price] for [business transaction].
7. Governing Law
All matters arising from this Letter and any subsequent negotiations shall be
governed by the laws of the State of [State of Governing Law].
8. Additional Terms of Transaction
[Include all relevant terms of business transaction, tailored to your specific
agreement, e.g., additional consideration, future negotiations, liabilities, conditions precedent,
closing dates, covenant not to compete, expenses, arbitration agreement, venue clause, etc. . . .]
If [Offeree] finds the Terms and Conditions in this Letter acceptable and a reflection of
the intentions of both Parties, please demonstrate this intent by signing and returning this Letter
at the principal place of business of [Offeree] on or before [Date of Necessary Return]. Any
changes to material Terms and Conditions by [Offeree] will require the reconsideration of
[Offeror] in order to maintain consistency with Parties’ intentions.
[Name of Offeror]