Letter of Intent Template Microsoft WORD

LETTER OF INTENT (LOI) – BINDING/NON-BINDING PROVISIONS

1. DOCUMENT CONTROL

• Effective Date: [Date]
• Version: 1.0
• Jurisdiction: [State/Country]
• Status: [Draft/Final]

2. LEGAL DISCLAIMER

NOTICE: This Letter of Intent ("LOI") outlines the preliminary terms and conditions regarding the proposed transaction between the parties. Except for specifically designated "Binding Provisions" (Section 7), this document is intended solely as an expression of interest and does not constitute a legally binding agreement to consummate the transaction. No party shall be bound until the execution of a definitive Purchase Agreement.

3. PARTIES

• Buyer/Acquirer: [Full Legal Name of Entity], a [Jurisdiction] corporation, with principal offices located at [Full Address] ("Buyer").
• Seller/Target: [Full Legal Name of Entity], a [Jurisdiction] corporation, with principal offices located at [Full Address] ("Seller").

4. OPERATIVE TERMS

1. Transaction Structure: The parties intend to engage in a [Asset Purchase / Stock Purchase / Merger] transaction.
2. Purchase Price: The total consideration shall be [Currency Amount], subject to customary adjustments for working capital, debt, and cash at closing.
3. Due Diligence: Upon execution of this LOI, Buyer shall have [Number] days to conduct a comprehensive legal, financial, and operational due diligence review. Seller agrees to provide reasonable access to books, records, and key personnel.
4. Definitive Agreement: Both parties shall negotiate in good faith to finalize and execute a formal Purchase Agreement no later than [Target Execution Date].
5. Closing Conditions: The transaction is subject to the satisfaction of closing conditions, including: (a) satisfactory due diligence; (b) receipt of necessary third-party/regulatory approvals; and (c) execution of ancillary agreements (e.g., Non-Compete, Employment Agreements).

5. BINDING PROVISIONS

Notwithstanding the non-binding nature of the proposed transaction, the following sections shall be legally binding upon the parties:

• Confidentiality: Both parties agree to maintain the confidentiality of all information exchanged and the existence of these negotiations.
• Exclusivity: Seller agrees that for a period of [Number] days from the Effective Date, it shall not solicit, negotiate, or engage in discussions with any third party regarding a competing transaction.
• Governing Law: This LOI shall be governed by the laws of [Jurisdiction].

6. SIGNATURES & ACKNOWLEDGMENT

By signing below, the authorized representatives of the parties signify their intent to proceed toward a definitive agreement under the terms outlined herein.

For: [Company Name] (Buyer)

[Name], [Title]
Date: [Date]

For: [Company Name] (Seller)

[Name], [Title]
Date: [Date]

7. STEP-BY-STEP EXECUTION GUIDE

• Step 1: Customization: Replace all [Bracketed Text] with accurate legal details. Ensure all entities are identified by their full legal names as registered with the Secretary of State (or equivalent local authority).
• Step 2: Legal Review: Prior to signing, submit this document to qualified legal counsel to ensure the "Binding" vs "Non-Binding" language aligns with your specific risk profile and jurisdictional requirements.
• Step 3: Execution: Execute in duplicate originals. Ensure the signatory has the corporate authority (Board Resolution or Power of Attorney) to bind the entity.
• Step 4: Integration: Store the executed LOI in your corporate minute book or contract repository; this document will serve as the primary foundational evidence for the subsequent drafting of the Definitive Purchase Agreement.