What is a letter of intent (LOI)?


As a startup leader, a letter of intent is a key tool so it is vital to grasp its nuances fully. On this page, we will dissect the concept of a letter of intent, find out how to request a letter of intent and look at an outline of a letter of intent.

What does a letter of intent mean?

A letter of intent is a non-binding document indicating that two or more parties have reached a preliminary agreement on a proposed business or transaction and intend to negotiate further. The purpose of a letter of intent is to cover agreement terms and serves as a framework for future negotiations. 

Drafting a formal contract takes a long time. So, you get the process started with a letter of intent. In it, you outline the broad strokes of the themes you need to discuss further. It must cover stipulations, requirements, and the parties involved. You may also include provisions relating to non-solicitation, exclusivity, and non-disclosure.

Is a letter of intent legally binding?

A letter of intent is not legally binding since it is a provisional agreement that two or more parties intend to do business together. It does not create binding obligations that they must do business together. So, either party can opt out of the agreement.

However, depending on how you draft it, it could contain some binding provisions, such as confidentially or exclusivity. You’ll have to specify the facets that are legally binding. Say a letter of intent has a confidentiality clause, you don’t want to discuss anything about the letter even though it is non-binding.

Ideally, you’ll have your attorney review a letter of intent anytime you need to use it in your negotiations. 

A related issue is the expiration date of a letter of intent. It depends on the specific terms in the letter. Ideally, you clearly state the expiration date in the letter. If this date has passed, the letter is null and void. 

But it doesn’t mean the parties cannot continue their deliberations. It simply means that the agreement reached in the original letter of intent is no longer binding. As is expected, the expiration date is usually negotiable. So, the parties may extend the deadline or revise the terms of the letter.

Can you withdraw after signing a letter of intent?

You can withdraw after signing a letter of intent (LOI). However, some provisions could be binding. In effect, whether you can withdraw depends on the specifics of the LOI. If it has binding provisions, you are bound to abide by them.

The letter may be binding if you or the other party have started fulfilling some of the provisions, or have exchanged sensitive information, or have made substantial financial commitments.

In the final analysis, the specific terms and language of the letter show whether or not you can withdraw after signing it, which is why your attorney should review your LOIs.

What are the different types of a letter of intent?

The main types of letters of intent you will use as a startup relates to partnerships, joint ventures, investors, acquisitions, licensing, and distribution. Let’s focus on three types you would often use.

Partnership letter of intent

A partnership letter of intent is a preliminary agreement that outlines the terms of a proposed partnership. It typically includes information such as purpose, each party’s contribution, management, duration, and profit and loss sharing arrangement. You may add details on intellectual property ownership, dispute resolution mechanisms, and confidentiality obligations.

Investor letter of intent

An investor letter of intent outlines the terms and conditions of a proposed investment by an individual or a group of investors. It would typically include information such as type of investment, offered amount, funds usage, and your startup’s valuation. 

Acquisition letter of intent

An acquisition letter of intent is a document for startups considering an acquisition. It’s used to clarify acquisition terms and serves as a framework for future negotiation. It would typically include details such as purchase price, assets and liabilities for acquisition, transaction structure, and any other terms and conditions relevant to the proposed acquisition.

How do you request a letter of intent?

Requesting a letter of intent depends on the nature of the transaction and the parties involved. But, in general, the process is as follows:

  1. Identify the other party 
  2. Initiate initial discussions
  3. Draft the LOI 
  4. Send the LOI
  5. Negotiate the definitive agreement

What does a letter of intent look like?

The outline of a letter of intent depends on the nature of the transaction and the parties involved. But the following parts make up a typical letter of intent:

  • Introduction: Presents an overview of the transaction's nature and states the parties involved.
  • Proposal: Gives details of the proposed transaction, the terms and conditions, and other pertinent information.
  • Non-binding nature of the LOI: Categorically states that the LOI is non-binding.
  • Confidentiality: Includes a confidentiality clause if applicable.
  • Due diligence: States the nature of the due diligence required before both parties finalize the terms.
  • Timeline: States the timelines, milestones, and deadlines.
  • Next steps: Outlines further discussions or negotiations before both parties reach a definitive agreement.
  • Closing: Captures your closing statement and contact details.

Letter of intent: Key takeaways

A letter of intent is a vital document you will use in many negotiations in running a startup. In a nutshell, it is a non-binding preliminary agreement. It is a precursor to a formal contract. But it may include some binding provisions. So always have it reviewed by your attorney. It does expire, but you can negotiate its expiration date.

Disclaimer: LTSE is neither a law firm nor provides legal advice. Before making decisions on matters covered by this post, readers should consult their legal adviser.

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