Standard Letter Of Intent for the United States

Standard Letter Of Intent Template for United States

A Letter of Intent (LOI) under United States law serves as a preliminary written document outlining the key terms and conditions of a proposed transaction or business relationship between parties. While primarily non-binding, it typically contains certain binding provisions such as confidentiality, exclusivity, and governing law clauses. The document follows U.S. contract law principles and may be subject to state-specific regulations depending on the jurisdiction. It acts as a roadmap for future negotiations and demonstrates the parties' serious intent to proceed with the transaction, while preserving flexibility for detailed terms to be negotiated in the final agreement.

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What is a Standard Letter Of Intent?

The Standard Letter of Intent is a crucial preliminary document used in various business transactions across the United States. It serves as a formal expression of interest and outlines the fundamental terms of a proposed deal before parties invest significant resources in due diligence and detailed negotiations. While primarily non-binding, certain provisions like confidentiality and exclusivity are typically enforceable under U.S. law. The document helps parties align their expectations, establish a framework for negotiations, and demonstrate commitment to the transaction. Letters of Intent are particularly common in mergers and acquisitions, real estate transactions, joint ventures, and significant commercial relationships. They provide a structured approach to preliminary negotiations while maintaining flexibility for the final agreement terms.

What sections should be included in a Standard Letter Of Intent?

1. Opening and Date: Formal business letter opening including date and recipient's address

2. Introduction of Parties: Clear identification of all parties involved in the proposed transaction

3. Transaction Overview: Brief description of the proposed transaction or relationship

4. Key Terms: Outline of the fundamental terms and conditions of the proposed transaction

5. Proposed Timeline: Expected timeline for due diligence, negotiation, and closing

6. Non-Binding Statement: Clear statement that the LOI is non-binding except for specific provisions

7. Binding Provisions: Explicitly stated binding provisions such as confidentiality, exclusivity, and governing law

8. Closing and Signatures: Formal closing, signature blocks, and date lines

What sections are optional to include in a Standard Letter Of Intent?

1. Purchase Price/Consideration: Details of the proposed purchase price or consideration structure, used when the LOI relates to an acquisition or significant transaction

2. Due Diligence Process: Overview of the proposed due diligence process, included when extensive due diligence is anticipated

3. Exclusivity Period: Terms of any exclusive negotiation period, included when parties want to ensure exclusive negotiations

4. Break-up Fee: Details of any break-up fee or termination compensation, used in significant transactions

5. Financing Contingencies: Description of any financing conditions or requirements, included when the transaction depends on securing financing

6. Employee/Management Provisions: Overview of proposed treatment of employees or management, relevant in business acquisitions

What schedules should be included in a Standard Letter Of Intent?

1. Term Sheet: Detailed summary of key business and legal terms in bullet point or table format

2. Assets/Business Description: Brief description of assets or business involved in the transaction

3. Timeline Exhibit: Detailed timeline of key dates and milestones

4. Confidentiality Terms: Detailed confidentiality provisions if not included in a separate NDA

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

United States

Publisher

Genie AI

Document Type

Letter of Intent

Cost

Free to use
Relevant Industries

Real Estate

Technology

Manufacturing

Healthcare

Financial Services

Professional Services

Retail

Energy

Construction

Education

Telecommunications

Transportation

Hospitality

Media and Entertainment

Biotechnology

Agriculture

Relevant Teams

Legal

Corporate Development

Business Development

Finance

Strategy

Operations

Commercial

Real Estate

Mergers & Acquisitions

Investment

Executive Leadership

Project Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

General Counsel

Business Development Director

Corporate Development Manager

Mergers & Acquisitions Director

Real Estate Director

Investment Manager

Commercial Director

Legal Counsel

Contract Manager

Business Unit Head

Project Director

Strategy Director

Operations Director

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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