Letter of intent (LOI) template
The deal the parties intend to negotiate, its main terms as intentions, and a plain list of the clauses that bind. A sample contract you can read in full, edit in QuoteBill and sign online with a secure link.
Sample — review with a lawyer · Simple electronic signature with an audit trail
Who it is for
For two businesses recording where their talks about a deal stand, such as a purchase, a supply relationship or a joint development, before the final contract exists, without being bound to it.
Whether a letter of intent binds depends on its wording and on the law where it is used, not on its name.
What it covers
12 clauses, in this order. Each one is in the sample text below, and you can edit, remove or add clauses before you send.
1. Proposed transaction
A blank for the deal the parties intend to negotiate. The letter records their current intentions and the ground rules of the talks; it is not the contract for the deal itself.
2. Intended main terms
Blanks for the subject, the price or other consideration and other key terms, as a basis for negotiation and not an offer. Each may change and binds only once it is in the final agreement.
3. Binding and non-binding provisions
A plain list of the only clauses that bind: this one, confidentiality, exclusivity if a period is stated, costs, no obligation to conclude, term and ending, governing law. Everything else is intention.
4. Information and due diligence
The parties intend to share the information needed to evaluate the deal, with a blank for what, and to allow questions and visits. Nobody warrants the information; warranties belong in the final agreement.
5. Timetable
Target dates for finishing the review, agreeing the final wording and signing. Missing a date is not a breach and does not end the talks by itself.
6. Confidentiality
The letter, the talks and the information exchanged stay confidential and are used only for the deal, with no announcement without consent, for a set number of years after the letter ends. A separate NDA prevails where the two differ.
7. Exclusivity
A blank for an exclusivity period, or none. If a period is stated, neither side negotiates a competing deal with a third party during it and reports any such approach. Without a period there is no exclusivity.
8. Costs
Each side pays its own advisers, travel and other costs of the talks and the drafting, whether or not the deal is concluded.
9. No obligation to conclude
Nobody must conclude the deal. Only a signed final agreement creates it, not drafts, emails or partial performance. Either side may end the talks by notice, and ending them gives rise to no claim except for a breach of a binding clause.
10. Conduct of negotiations
The parties intend to negotiate in good faith, name a contact person on each side, and tell the other promptly if they no longer want to pursue the deal.
11. Term and ending
The letter ends when the final agreement is signed, when a side ends the talks, or on a stated date, whichever comes first. Confidentiality, costs and governing law outlast it.
12. Governing law and disputes
The law you name applies. The sides first try to settle a dispute in good faith, and otherwise the courts you name decide.
There is no price schedule: this agreement involves no payment.
The sample text
The whole sample, as QuoteBill starts it. Text in double square brackets, like [[10]], is a blank to fill in or check, and QuoteBill does not let you send a contract while one is left. The clause text is written in English, Korean, Japanese and German; in other languages a contract starts in English for you to translate.
Read the sample text
Letter of Intent
Parties: First Party · Second Party
1. Proposed transaction
The parties intend to negotiate [[Describe the proposed transaction, e.g. the purchase of a product line, a long-term supply relationship or a joint development]] (the “Transaction”). This letter records what they currently intend and the ground rules for their negotiations. It is not the agreement for the Transaction itself.
2. Intended main terms
The parties currently envisage the following main terms, as a basis for negotiation and not as an offer:
- Subject and scope: [[What the Transaction covers]]
- Price or other consideration: [[Price, pricing method or other consideration]]
- Other key terms: [[Other terms, e.g. duration, delivery, warranties, conditions]]
Each of these terms may change during the negotiations and binds a party only once it is part of the final agreement.
3. Binding and non-binding provisions
Only the following clauses of this letter are binding on the parties: this clause, Confidentiality, Exclusivity (and that one only if a period is stated in it), Costs, No obligation to conclude, Term and ending, and Governing law and disputes.
Every other clause records the parties’ current intentions. It creates no obligation to negotiate on particular terms, to reach agreement or to conclude the Transaction, and a party may change its intentions at any time without liability.
4. Information and due diligence
The parties intend to give each other the information reasonably needed to evaluate the Transaction, including [[Information to be exchanged, e.g. accounts, contracts, technical documentation]], and to allow questions and visits during normal business hours on reasonable notice. Neither party warrants that the information is accurate or complete; any warranties will be stated only in the final agreement.
5. Timetable
The parties aim to complete their review of information by [[Date]], to agree the wording of the final agreement by [[Date]] and to sign it by [[Date]]. These dates are targets to help the negotiations along. Missing one of them is not a breach of this letter and does not by itself end the negotiations.
6. Confidentiality
Each party keeps confidential the existence and content of this letter, the fact that negotiations are taking place and all non-public information it receives from the other party for the Transaction, uses that information only to evaluate and negotiate the Transaction, and shares it only with employees and advisers who need it and are bound by similar duties of confidence. Neither party makes a public announcement about the negotiations without the other’s consent, except as the law requires.
This does not apply to information that is public without a breach, already lawfully known, lawfully received from a third party or independently developed. These duties last for [[2]] years after this letter ends. If the parties have signed a separate non-disclosure agreement, that agreement prevails where the two differ.
7. Exclusivity
Exclusivity period: [[Exclusivity period, e.g. 60 days, or write: no exclusivity]]
If a period is stated above, then for that period from the effective date neither party will negotiate, solicit or accept a proposal for a transaction with a third party that would replace or substantially overlap with the Transaction, and each party tells the other without delay if it receives such a proposal. If no period is stated, there is no exclusivity and each party remains free to talk to others.
8. Costs
Each party bears its own costs of the negotiations, the review of information and the preparation of the final agreement, including the fees of its advisers and its travel costs, whether or not the Transaction is concluded. Neither party may claim these costs from the other, unless the final agreement provides otherwise.
9. No obligation to conclude
Neither party is obliged to conclude the Transaction or any other agreement. The Transaction will be governed only by a final agreement signed by both parties; this letter is not that agreement, and no draft, email, partial performance or other conduct creates it. Either party may end the negotiations at any time by notice in writing or in electronic form. Ending them gives rise to no claim, except for a breach of a binding clause of this letter and except where the applicable law provides otherwise.
10. Conduct of negotiations
The parties intend to negotiate in good faith and to keep each other informed. Each party names a contact for the negotiations: for the First Party [[Name and role]], for the Second Party [[Name and role]]. A party that no longer intends to pursue the Transaction tells the other promptly.
11. Term and ending
This letter takes effect on the effective date. It ends when the final agreement is signed, when a party gives notice that it ends the negotiations, or on [[Date]], whichever comes first. The clauses Confidentiality, Costs and Governing law and disputes continue to apply after this letter ends.
12. Governing law and disputes
This agreement is governed by the law stated under Governing law. The parties will first try to settle any dispute in good faith. Otherwise the courts stated under Jurisdiction decide, unless mandatory law provides otherwise.
Governing law
[[Country or state whose law applies]]
Jurisdiction
[[Courts that decide disputes, e.g. the courts of your city]]
How to use it
Choose the template
Press the button to use this template. If you are not signed in, you first sign in or sign up for free and then come straight back to it.
Start a draft
The new-contract page opens with this template marked. Press its card to create a draft. Your company details fill in Party A, and you fill in the blanks, the other party and, where the template has one, the price schedule.
Send it for signature
You sign first, then send each signer a secure link and, by another route, an access code. Signers need no account.
Next steps
Your client opens the link on any device and needs no account. See what the signing looks like on the E-Contracts page, and read which kind of electronic signature is enough for which document.
What it is, and what it is not
QuoteBill creates a simple electronic signature with an audit trail. In the EU, the UK, the US and Korea a signature is not denied legal effect only because it is electronic, and in Japan most contracts need no particular form at all. What a simple electronic signature proves in a dispute depends on the evidence behind it, and some documents need another form.
It is not a qualified or advanced electronic signature, and QuoteBill does not verify who the signers are. It records the use of the link and access code you delivered, so anyone who has both can sign. The signature certificate lists every link issued and, for each action by the sender or a signer, its IP address and browser where they could be read.
Some documents need another form. Wills, many real-estate transfers, guarantees and some employment documents must, in some countries, be handwritten, notarised or signed with a qualified signature. The templates are samples, not legal advice: review them with a lawyer.
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