Companies & business
Letter of intent template (US)
A general template under US law. Laws differ from state to state, so check it against your state's law or with a lawyer licensed there. We are not a law firm and do not give legal advice.
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Preview — US standard
Letter of Intent
Date: Letter Date
To: Recipient Name, Recipient Address
From: Sender Name, Sender Address
Re: Proposed Description of Transaction
Dear Recipient Contact Name:
This letter sets out the main terms on which Sender Name and Recipient Name (the "Parties") propose to discuss the deal above. Sections 1 to 4 state intentions only, and Sections 5 to 8 are binding.
Non-Binding Terms
1. Transaction. Main Terms of the Transaction
2. Price and payment. $Proposed Price, payable Payment Terms, subject to Price Adjustments or None.
3. Review. Each Party may review the other's relevant information until Due Diligence End Date. The deal depends on a satisfactory review and on Other Conditions.
4. Final agreement. The Parties aim to sign a final agreement by Target Signing Date. Neither Party is bound to complete the deal unless and until both sign that agreement. Neither Party owes the other any duty to continue talks, and either may stop them at any time for any reason.
Binding Terms
5. Confidentiality. Each Party will keep the other's non-public information and the existence of these talks confidential, and will use that information only to evaluate the deal, for Confidentiality Period after this letter ends. This does not cover what the law requires to be disclosed.
6. Exclusivity. Until Exclusivity End Date, Exclusive Party will not seek or negotiate a similar deal with anyone else. If this does not apply, write "None": Exclusivity Applies or None.
7. Costs. Each Party pays its own costs, whether or not the deal happens.
8. General. These binding terms end on Letter End Date, or earlier when a final agreement is signed, except that Section 5 continues for its stated period. They are governed by the laws of the State of Governing State, and may be changed only in a signed writing.
Please sign below to confirm.
| Sender | Recipient |
| --- | --- |
| Signature: Sender Signature | Signature: Recipient Signature |
| Name: Sender Printed Name | Name: Recipient Printed Name |
| Date: Sender Signing Date | Date: Recipient Signing Date |