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Free Letter of Intent Template – Generate Your LOI from a Description

Describe your proposed deal or partnership and get a complete, professionally structured letter of intent in seconds. Download as an editable Word document — free, no account required.

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Live sample · Mutual NDA — type above to make your own

Mutual Non-Disclosure Agreement

This Mutual Non-Disclosure Agreement (the "Agreement") is entered into as of [DATE] by and between [Party A] and [Party B] (each a "Party").

1. Purpose

The Parties wish to explore a potential business relationship and may disclose Confidential Information to one another.

2. Confidential Information

"Confidential Information" means any non-public information disclosed by one Party to the other, whether oral, written, or electronic.

3. Obligations

Each Party shall (a) keep the other's Confidential Information strictly confidential, and (b) use it solely for the Purpose described above.

4. Term

This Agreement remains in effect for two (2) years from the Effective Date.

5. Governing Law

This Agreement is governed by the laws of [STATE / COUNTRY].

Signatures

[Party A] ______________________ Date: __________

[Party B] ______________________ Date: __________

This is an AI-generated template, not legal advice.

A letter of intent (LOI) — also called a term sheet or memorandum of understanding in some contexts — is a preliminary document that outlines the key terms of a proposed deal before a formal binding contract is drafted. LOIs are used in business acquisitions, real estate transactions, joint ventures, commercial leases, and partnership negotiations. They signal serious intent, establish the framework for negotiation, and often include a few binding provisions — most commonly exclusivity and confidentiality — while leaving the main commercial terms non-binding pending due diligence and final agreement. FreeContract generates a complete LOI template from your description that you can download and edit immediately.

How to Generate a Letter of Intent

  1. Identify the parties and the deal

    Enter the names of the buyer/party making the offer and the seller/target, and describe the nature of the transaction — acquisition, lease, partnership, or investment.

  2. Outline the key terms

    Describe the proposed price, deal structure, timeline, due diligence period, and any exclusivity window. Be as specific as you can — vague LOIs generate vague negotiations.

  3. Specify binding vs. non-binding provisions

    Indicate which sections should be binding (typically exclusivity, confidentiality, governing law, and costs) and which are non-binding (price, structure, most commercial terms).

  4. Generate and download

    Click Generate and download your complete LOI template as an editable Word document in seconds — free and without an account.

  5. Review before sending

    For major transactions, have a transactional attorney review the LOI before you send it. Even though most provisions are non-binding, an LOI sets the tone and framework for the entire deal.

About Letters of Intent

A letter of intent (LOI) is a written document that expresses one party's intention to enter into a deal with another party and outlines the proposed key terms of that deal. It sits between the initial verbal agreement to explore a transaction and the final, fully negotiated binding contract.

LOIs serve several important purposes. They signal serious intent and commitment, which motivates both parties to invest time and resources in due diligence and legal drafting. They establish a shared understanding of the key terms early — before expensive lawyers start drafting — which prevents misunderstandings from derailing negotiations. And they often include a few genuinely binding provisions: exclusivity (preventing the seller from shopping the deal to other buyers during the due diligence period) and confidentiality (protecting sensitive information exchanged during negotiations).

A well-structured LOI covers: (1) Parties — the buyer and seller (or the parties to a lease or partnership). (2) Transaction structure — what is being bought or agreed to (shares, assets, a lease, a partnership interest). (3) Proposed price and payment terms — the headline number and how payment is structured. (4) Due diligence — the scope and duration of due diligence. (5) Exclusivity — how long the seller agrees not to solicit or negotiate with other buyers. (6) Confidentiality — how information shared during the process will be protected. (7) Conditions to closing — major contingencies such as financing, regulatory approval, or third-party consent. (8) Expiration — when the LOI expires if not accepted. (9) Binding nature — a clear statement of which provisions are binding and which are not.

A critical common mistake is treating an LOI as truly non-binding. Courts have, in some circumstances, found LOIs to be binding or to create obligations of good-faith negotiation, particularly when one party incurred significant costs relying on the LOI's terms. The binding/non-binding clause must be carefully and specifically drafted.

For significant transactions — business acquisitions, commercial real estate, or major partnership deals — having a transactional attorney review the LOI before you send it is strongly recommended. The LOI frames the entire deal negotiation, and concessions made at the LOI stage are difficult to walk back later.

Frequently asked questions

Is a letter of intent legally binding?

It depends on how it is drafted. Most LOIs are intentionally non-binding on the main commercial terms (price, structure) but binding on specific provisions like exclusivity and confidentiality. Courts have sometimes found LOIs to create enforceable obligations, so the binding/non-binding language must be explicit. Always make clear in writing which provisions are binding.

What is the difference between an LOI and a term sheet?

The terms are often used interchangeably. A letter of intent is typically formatted as a letter from one party to another and covers business acquisitions or real estate deals. A term sheet is often used in investment and financing contexts and may be formatted as a bullet-point list of key terms. The legal function is the same.

How long should an exclusivity period be in an LOI?

Exclusivity periods typically range from 30 to 90 days depending on the complexity of the deal. Sellers want it as short as possible (to preserve optionality); buyers want it long enough to complete due diligence and negotiate the final agreement. 45–60 days is a common range for mid-market M&A transactions.

Can I use this LOI template for a real estate transaction?

Yes. FreeContract's LOI generator works for commercial real estate leases and property acquisitions. Describe the property, proposed lease or purchase terms, due diligence period, and any contingencies. Real estate LOIs typically cover rent, lease term, tenant improvement allowance, and exclusivity for lease deals.

Should I have a lawyer review my LOI before sending?

For significant transactions — business acquisitions, major commercial leases, or deals involving substantial capital — yes. Even though an LOI is largely non-binding, it sets the framework for the entire negotiation. Terms conceded in the LOI are very hard to recover in the final contract. A lawyer can ensure the binding/non-binding language is clear and that you haven't inadvertently committed to unfavorable terms.