Letter of Intent Sample for Business

Letter of Intent for Business Acquisition

Document ID: TR-8829401
Effective Date: [____/____/2026]

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Instructions for Use

• Who Completes This: This document is to be completed by the authorized representative of the Acquiring Party (Buyer) and delivered to the Target Entity (Seller).
• Filing/Retention: This LOI must be uploaded to the corporate document management system under "Strategic Acquisitions." Retain all executed originals for a minimum of seven (7) years per corporate records policy.
• Mandatory Attachments: Ensure the following are attached: (A) Preliminary Assets/Liabilities Schedule, (B) Proof of Funds/Financing Commitment, and (C) Non-Disclosure Agreement (signed).

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1. Parties

Acquiring Party (Buyer): [__________]
Target Entity (Seller): [__________]

2. Transaction Overview

The Buyer intends to purchase: [ ] All Assets
[ ] Equity Interests (Stock/Membership Units)
[ ] Specified Business Assets (detailed in Attachment A)

Proposed Purchase Price: [__________] USD
Payment Structure:

• Cash at Closing: [__________]
• Earn-out Provisions: [__________]
• Seller Financing: [__________]

3. Due Diligence

The Buyer shall have a period of [__________] days from the Effective Date to conduct a comprehensive due diligence investigation, including:

• Financial audit of [__________] fiscal years.
• Review of material contracts, intellectual property, and litigation history.
• Inspection of physical assets and inventory.

4. Definitive Agreement

The Parties agree to negotiate in good faith to execute a Definitive Purchase Agreement by [____/____/2026]. Unless otherwise agreed, this LOI expires if a Definitive Agreement is not reached by this date.

5. Exclusivity (No-Shop Clause)

During the period starting on the Effective Date and ending on [____/____/2026], the Seller shall not solicit, initiate, or encourage any inquiries or proposals from any other person or entity regarding the sale of the business or its assets.

6. Confidentiality

Both parties agree to keep the terms of this LOI and all information exchanged during due diligence strictly confidential, pursuant to the Non-Disclosure Agreement previously executed by the parties.

7. Binding vs. Non-Binding

Except for Sections 5 (Exclusivity), 6 (Confidentiality), and 8 (Governing Law), which are legally binding upon execution, this Letter of Intent is intended solely as an expression of interest and does not constitute a legally binding obligation to complete the transaction.

8. Governing Law

This agreement shall be governed by the laws of the State/Jurisdiction of: [__________].

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Execution

For the Buyer:
Authorized Signature: ________________
Printed Name: [__________]
Title: [__________]
Date: [____/____/2026]

For the Seller:
Authorized Signature: ________________
Printed Name: [__________]
Title: [__________]
Date: [____/____/2026]

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Disclaimer: This document is provided as a standardized framework. Consult qualified legal counsel for jurisdiction-specific statutory compliance.