Letter of Intent Template Harvard

LETTER OF INTENT (LOI) – ACQUISITION / STRATEGIC PARTNERSHIP

1. DOCUMENT CONTROL

• Effective Date: [Date]
• Version: 1.0
• Jurisdiction: Laws of the State of [State/Jurisdiction]
• Scope: Non-Binding Statement of Intent regarding the proposed transaction between [Buyer/Partner Name] and [Seller/Target Name].

2. LEGAL DISCLAIMER

This document constitutes an expression of interest only. Except for the clauses titled "Exclusivity," "Confidentiality," and "Governing Law," this LOI is non-binding and does not create a legal obligation to complete the proposed transaction. No contract shall exist between the Parties unless and until a Definitive Agreement has been executed.

3. PARTIES & DEFINITIONS

• Buyer/Partner: [Full Legal Name of Entity], a [State] [Entity Type, e.g., LLC/Corp], located at [Address].
• Seller/Target: [Full Legal Name of Entity], a [State] [Entity Type], located at [Address].
• Transaction: The acquisition of [100% of Equity / Specific Assets] of the Target by the Buyer.

4. OPERATIVE CLAUSES

1. Purchase Price & Consideration: The aggregate purchase price shall be [Amount in USD], subject to adjustment based on working capital, debt, and cash at closing. Payment shall be made via [Wire Transfer / Equity Swap / Earn-out Structure].

2. Due Diligence: Upon execution, the Target shall grant the Buyer reasonable access to books, records, financial statements, and operational facilities. This period shall expire [Number] days from the Effective Date (the "Diligence Period").

3. Exclusivity: The Target agrees that for a period of [Number] days from the Effective Date, it shall not solicit, encourage, or negotiate with any other party regarding the sale or merger of the Target (the "Exclusivity Period").

4. Confidentiality: All information exchanged between the parties remains subject to the existing Non-Disclosure Agreement (NDA) dated [Date of NDA]. If no NDA exists, both parties agree to keep the terms of this LOI strictly confidential.

5. Definitive Agreement: The Parties shall negotiate in good faith to execute a final, binding Purchase Agreement containing customary representations, warranties, indemnifications, and closing conditions.

6. Termination: This LOI shall terminate upon (a) the execution of a Definitive Agreement, or (b) the expiration of the Exclusivity Period, or (c) written notice by either party.

7. Governing Law: This LOI shall be governed by the laws of [Jurisdiction]. Any disputes arising from the binding provisions (Exclusivity/Confidentiality) shall be adjudicated in the courts of [County/State].

5. SIGNATURES & ACKNOWLEDGMENT

FOR BUYER: Signature: __________________________ Name: [Print Name] Title: [Title] Date: [Date]

FOR SELLER: Signature: __________________________ Name: [Print Name] Title: [Title] Date: [Date]

6. EXECUTION GUIDE

• Step 1: Verification of Authority. Ensure the signers have the legal capacity (via Board Resolution or Operating Agreement) to bind their respective entities.
• Step 2: Binding vs. Non-Binding Scoping. Explicitly mark the desired "Binding" sections (Exclusivity/Confidentiality) in your internal review; do not inadvertently create a "binding" offer by omitting the disclaimer.
• Step 3: Secure Transmission. Execute via encrypted electronic signature software (e.g., DocuSign, Adobe Sign) to create an immutable audit trail.
• Step 4: Integration. Ensure the "Exclusivity" end-date aligns with your internal legal timeline to prevent the "ticking clock" from forcing a rushed Definitive Agreement.

Disclaimer: This template is for informational purposes and does not constitute formal legal advice. Consult with legal counsel to ensure compliance with specific jurisdictional regulations and tax implications.