15 Detailed Non-Binding Letter of Intent Samples

Sample 1: Non-Binding LOI for Business Acquisition

[Your Name]
[Your Address]
[City, State, ZIP]
[Email Address]
[Phone Number]
[Date]

[Recipient Name]
[Recipient Title/Position]
[Company Name]
[Recipient Address]
[City, State, ZIP]

Subject: Non-Binding Letter of Intent for Acquisition of [Target Company Name]

Dear [Recipient Name],

I am writing to formally express my interest in acquiring [Target Company Name], following our preliminary discussions over the past few weeks.

Based on our initial review of your company’s operations and financial statements, I am proposing an acquisition at a preliminary purchase price of [amount], to be paid in a combination of cash and stock. This proposal is contingent upon completion of satisfactory due diligence, review of financial documentation, and agreement on the final terms.

We propose a due diligence period of 60 days after execution of a mutually acceptable confidentiality agreement. Key aspects to be evaluated include outstanding liabilities, intellectual property, contracts with clients, and regulatory compliance.

This letter does not represent a binding agreement and is intended only to serve as a foundation for ongoing discussions. Either party may discontinue negotiations at any time prior to execution of a definitive agreement.

Thank you for your consideration. I look forward to moving to the next steps.

Sincerely,
[Your Name]

Sample 2: Non-Binding LOI for Real Estate Purchase

[Your Name]
[Your Address]
[City, State, ZIP]
[Date]

[Seller Name]
[Seller Address]
[City, State, ZIP]

Subject: Non-Binding Letter of Intent for Purchase of [Property Address]

Dear [Seller Name],

This letter confirms my serious interest in purchasing the property located at [Property Address], as discussed in our recent meeting. My offer is for [amount], contingent upon a satisfactory property inspection, clear title search, and financing approval. I propose an earnest money deposit of [amount], to be applied toward the purchase price if the transaction moves forward.

Should the parties agree to proceed, a formal purchase agreement will be drafted within 15 business days. This letter is intended to outline the framework for our mutual understanding and is not binding on either party. All terms are subject to change and require execution of a definitive agreement to become enforceable.

I look forward to your response and to working toward a mutually beneficial arrangement.

Sincerely,
[Your Name]

Sample 3: Non-Binding LOI for Joint Venture

[Your Name]
[Your Position]
[Company Name]
[Date]

[Recipient Name]
[Recipient Position]
[Other Company Name]

Subject: Non-Binding Letter of Intent for Joint Venture

Dear [Recipient Name],

We appreciate your interest in collaborating with [Your Company] for the proposed joint venture focused on [describe project or sector, e.g., developing a new energy product].

This letter outlines our initial intentions, which include a 50/50 equity split, shared management responsibilities, and joint investment in research and development resources. Each party would appoint two members to the joint venture’s management board.

Our intent is to conduct a feasibility study over the next 90 days, followed by negotiations to formalize a joint venture agreement. This letter is not a binding contract and serves only as a guide for the next phase of discussions. No obligations will exist unless and until both parties execute a definitive agreement.

Thank you for your partnership and vision.

Sincerely,
[Your Name]

Sample 4: Non-Binding LOI for Partnership Agreement

[Your Name]
[Your Address]
[City, State, ZIP]
[Date]

[Partner Name]
[Partner Address]
[City, State, ZIP]

Subject: Non-Binding Letter of Intent to Form a Partnership

Dear [Partner Name],

I am pleased to confirm our intent to form a business partnership between [Your Company Name] and [Partner Company Name]. The partnership would focus on [specific purpose, e.g., expanding service offerings in the mid-Atlantic region] and each partner would contribute capital, expertise, and client networks as appropriate. Our preliminary discussions included profit sharing on a 60/40 basis, joint marketing efforts, and shared office space.

These terms are open for negotiation and will be refined as we conduct further due diligence and planning. This letter is strictly non-binding and serves as a roadmap for continued dialogue. Any binding commitments will require a fully executed partnership agreement.

Thank you for considering this collaboration.

Sincerely,
[Your Name]

Sample 5: Non-Binding LOI for Investment Opportunity

[Investor Name]
[Investor Address]
[City, State, ZIP]
[Date]

[Recipient Name]
[Recipient Address]
[City, State, ZIP]

Subject: Non-Binding Letter of Intent for Investment in [Company Name]

Dear [Recipient Name],

After reviewing your business plan and financial projections, I am interested in making an equity investment of [amount] in [Company Name]. The investment would be used to fund [specific use, such as product development or market expansion], with an anticipated closing date within 60 days of final agreement.

This letter outlines my interest and the general terms for our mutual consideration, including a request for board observation rights and quarterly financial updates. No legally binding agreement is formed by this letter, and either party may discontinue negotiations without penalty at any time before signing a formal agreement.

I look forward to your response and to further discussions.

Sincerely,
[Investor Name]

Sample 6: Non-Binding LOI for Product Distribution

[Your Name]
[Your Position]
[Company Name]
[Date]

[Recipient Name]
[Recipient Position]
[Distributor Name]

Subject: Non-Binding Letter of Intent for Product Distribution Agreement

Dear [Recipient Name],

We are interested in appointing [Distributor Name] as an exclusive distributor for [product name] in [geographic area]. The initial proposal includes minimum annual order quantities, marketing support from our team, and standard payment terms of net 30 days.

All discussions are preliminary, and this letter is intended to set forth the main points for negotiation. No party will be bound until a formal distribution agreement is signed. We look forward to working with you on developing a successful partnership.

Sincerely,
[Your Name]

Sample 7: Non-Binding LOI for Technology Licensing

[Your Name]
[Your Title]
[Company Name]
[Date]

[Recipient Name]
[Recipient Title]
[Company Name]

Subject: Non-Binding Letter of Intent for Technology Licensing

Dear [Recipient Name],

We are interested in exploring a licensing agreement for your proprietary [describe technology] for use in our [describe use case]. Our initial proposal includes an upfront licensing fee, ongoing royalties, and a non-exclusive arrangement in North America. Both parties would need to agree on technical support, intellectual property protections, and data security requirements.

This letter is intended for discussion purposes only and is not enforceable in any way. A legally binding contract will only be created through execution of a formal license agreement.

Thank you for your consideration.

Best regards,
[Your Name]

Sample 8: Non-Binding LOI for Supply Agreement

[Your Name]
[Your Position]
[Company Name]
[Date]

[Supplier Name]
[Supplier Company]
[Address]

Subject: Non-Binding Letter of Intent for Supply Agreement

Dear [Supplier Name],

Following our recent conversations, [Your Company] is interested in entering into a supply agreement with [Supplier Company] for [products/materials].

The proposed terms include delivery schedules, volume discounts, quality assurance procedures, and payment terms of net 45 days. The arrangement would also require supplier adherence to our code of conduct and sustainability guidelines.

This letter is for negotiation purposes only and does not create any legal obligations. If both parties wish to proceed, a formal contract will be drafted and reviewed.

Thank you for your ongoing cooperation.

Sincerely,
[Your Name]

Sample 9: Non-Binding LOI for Employment Offer

[Your Name]
[Your Position]
[Company Name]
[Date]

[Candidate Name]
[Candidate Address]
[City, State, ZIP]

Subject: Non-Binding Letter of Intent for Employment

Dear [Candidate Name],

I am pleased to provide this non-binding letter of intent regarding your candidacy for the [Job Title] position at [Company Name]. Our current offer would include a base salary of [amount], eligibility for the company’s benefits package, and an anticipated start date of [date]. Performance bonuses, paid time off, and training opportunities are also available pending final agreement.

This letter is not a formal employment contract, and both parties are free to modify terms or withdraw at any point before the execution of a binding agreement. We hope to move forward and formalize these terms soon.

Best regards,
[Your Name]

Sample 10: Non-Binding LOI for Franchise Agreement

[Your Name]
[Your Address]
[City, State, ZIP]
[Date]

[Franchisor Name]
[Franchisor Address]
[City, State, ZIP]

Subject: Non-Binding Letter of Intent for Franchise

Dear [Franchisor Name],

After reviewing your franchise opportunity, I am interested in establishing a [Franchise Brand] location in [desired location]. My preliminary interest includes payment of the standard franchise fee, agreement to follow operational protocols, and an initial commitment to a three-year term. I would also like to discuss the scope of training, marketing support, and territory rights.

This letter is only intended to serve as a summary of our current understanding and does not bind either party. The next steps will include review of the franchise disclosure document and negotiation of a final agreement.

I look forward to discussing this opportunity further.

Sincerely,
[Your Name]

Sample 11: Non-Binding LOI for Mergers

[Your Name]
[Your Title]
[Company Name]
[Date]

[Recipient Name]
[Recipient Title]
[Company Name]

Subject: Non-Binding Letter of Intent for Merger Discussions

Dear [Recipient Name],

This letter follows our recent merger discussions between [Your Company] and [Recipient Company]. We are interested in pursuing a merger that combines our strengths, with the new entity to operate under a unified management structure and board of directors. Major topics for negotiation include equity allocation, integration of personnel, and treatment of existing contracts.

This proposal is for information purposes only and imposes no binding obligation on either company. A formal merger agreement will be necessary to establish any legally enforceable rights.

Thank you for your continued collaboration.

Sincerely,
[Your Name]

Sample 12: Non-Binding LOI for Asset Purchase

[Your Name]
[Your Company Name]
[Date]

[Seller Name]
[Seller Company]
[Address]

Subject: Non-Binding Letter of Intent for Asset Purchase

Dear [Seller Name],

We are interested in purchasing certain assets from [Seller Company], including [list specific assets or product lines]. Our proposal contemplates a purchase price of [amount], payable in two installments, and transition support for a period of 30 days following closing. The assets would be transferred free and clear of all liens and encumbrances.

This letter does not create any legal commitment and is provided solely to outline the key points for further negotiation. We look forward to working together to reach a mutually satisfactory agreement.

Best regards,
[Your Name]

Sample 13: Non-Binding LOI for Consulting Engagement

[Your Name]
[Your Position]
[Company Name]
[Date]

[Client Name]
[Client Company]
[Address]

Subject: Non-Binding Letter of Intent for Consulting Services

Dear [Client Name],

Thank you for considering [Your Company] for your consulting needs in [specific area, e.g., IT strategy]. This letter sets out the general scope of services, which includes an initial needs assessment, project planning, and implementation support over a six-month period. The proposed fee structure includes a monthly retainer and milestone-based performance bonuses.

This letter is not a contract and does not bind either party. We look forward to finalizing a more detailed consulting agreement in the coming weeks.

Sincerely,
[Your Name]

Sample 14: Non-Binding LOI for Vendor Services

[Your Name]
[Your Title]
[Company Name]
[Date]

[Vendor Name]
[Vendor Company]
[Address]

Subject: Non-Binding Letter of Intent for Vendor Services

Dear [Vendor Name],

I am writing to outline our intention to engage [Vendor Company] to provide [specific services, such as janitorial or IT support] for [Your Company]. The preliminary agreement would cover a 12-month period, include performance metrics, and specify payment terms based on service delivery and monthly reporting.

No binding obligations are created by this letter, and all terms are subject to negotiation and execution of a final agreement. Thank you for your prompt attention to this matter.

Sincerely,
[Your Name]

Sample 15: Non-Binding LOI for Software Development Project

[Your Name]
[Your Position]
[Company Name]
[Date]

[Developer Name]
[Developer Company]
[Address]

Subject: Non-Binding Letter of Intent for Software Development

Dear [Developer Name],

We are interested in contracting [Developer Company] to develop a custom software solution for [Your Company]. This project would be divided into three phases: design, implementation, and testing. The payment structure would be milestone-based, with regular progress reviews and opportunities for feedback at each stage.

This letter is not legally binding and is provided only to help clarify the key terms under discussion. A final agreement will be required before either party is committed.

Sincerely,
[Your Name]

Sample 16: Non-Binding LOI for Property Lease

[Your Name]
[Your Address]
[City, State, ZIP]
[Date]

[Landlord Name]
[Landlord Address]
[City, State, ZIP]

Subject: Non-Binding Letter of Intent for Leasing [Property Address]

Dear [Landlord Name],

This letter confirms my interest in leasing the commercial property located at [Property Address] for use as [intended business use]. The proposed lease would be for an initial three-year term, with an option to renew, and would include tenant improvements to be negotiated. We propose an initial monthly rent of [amount], with annual increases based on CPI.

These terms are subject to further negotiation, property inspection, and approval by both parties. No legal obligation arises from this letter, and all terms must be documented in a formal lease agreement to be binding.

Thank you for considering this proposal.

Sincerely,
[Your Name]

Sample 17: Non-Binding LOI for Confidentiality and Exploration of Strategic Alliance

[Your Name]
[Your Position]
[Company Name]
[Date]

[Recipient Name]
[Recipient Position]
[Company Name]

Subject: Non-Binding Letter of Intent for Strategic Alliance Discussions

Dear [Recipient Name],

This letter outlines our intent to explore a potential strategic alliance between [Your Company] and [Recipient Company]. Our discussions to date have centered on sharing resources, developing co-branded offerings, and expanding into new markets together. As part of these discussions, both companies would enter into a mutual confidentiality agreement to protect proprietary information shared during negotiations.

This letter does not create any legal obligations, and either party may discontinue discussions at any time. A binding agreement will only be established if and when both parties sign a definitive contract outlining all relevant terms.

Thank you for your interest in working together.

Sincerely,
[Your Name]