Letter of Intent (Business Deal)
For buyers, investors, tenants and partners who want to agree on headline terms before spending money on lawyers and due diligence, such as buying a small business, leasing commercial space or forming a joint venture.
- Fields
- 18
- Pages
- 2
- Paper
- Letter
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Reviewed
Before you start
What you need to fill it in
- Names of both parties
- What the deal is: asset, business, space or project
- Proposed price or key economic terms
- Due diligence period and conditions
- Whether you want an exclusivity period
- Target date for signing the final agreement
What's inside
18 fields, ready to fill
- 11Typed answersnames, addresses, descriptions
- 4Dateschecked as real dates
- 1Choicescheckboxes, options, dropdowns
- 2Signaturessignature and initials
7 required — the editor counts down how many are left while you fill.
Instructions
How to fill out the Letter of Intent (Business Deal)
- 1
Identify the parties
Enter the party proposing the deal and the recipient.
- 2
Describe the transaction
Choose the deal type and describe exactly what is being bought, leased or created.
- 3
Key terms
Enter price, payment structure and conditions such as financing or approvals.
- 4
Diligence and exclusivity
Set the due diligence period and, if agreed, an exclusivity period during which the recipient will not negotiate with others.
- 5
Sign
Both sign to show agreement on the non-binding terms and the binding clauses listed.
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What filling it looks like

- Edit & fill, Invite to sign and Create form are three modes of the same editor
- Amounts are formula fields: they calculate as you type
- The field navigator counts what's left and jumps to the next field
Shown with our invoice template. Sample content; names are fictional.
Written for: General (US)
This template is a general starting point, not legal advice. Laws differ by state and country; have a qualified professional review it for your situation.
Written by PDFBetter and last reviewed October 15, 2026. Spotted a problem? Tell us.
Letter of Intent (Business Deal): questions people ask
Is a letter of intent binding?
This template states that the deal terms are not binding, while confidentiality, exclusivity, costs and governing law are. Courts look at the wording and conduct, so be explicit; some LOIs have been held binding unintentionally.
Do LOIs need to be notarized?
No. Signatures of both parties are enough, and e-signatures are generally accepted.
What's the difference between an LOI and a contract?
An LOI records agreed principles; a definitive agreement contains the full, enforceable terms negotiated after due diligence.
Should I add an NDA?
If confidential information will be shared during diligence, sign a separate NDA or rely on the confidentiality clause here.
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