Build a properly-structured Letter of Intent with a clear binding vs. non-binding disclaimer
Choose a type and fill in the deal to begin
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This tool builds a properly-structured, copy-ready Letter of Intent (LOI) from a short form. Pick the type — business purchase, commercial lease, real-estate purchase, job, partnership, or grad-school — and it lays out a full-block business letter with the right sections: parties, subject, economic terms (only for transactional types), optional binding confidentiality and exclusivity clauses, a governing-law clause, an explicit binding-intent disclaimer, an expiration date, and a signature block. A status banner states exactly what is binding, and a section checklist shows what's present versus omitted. Everything runs in your browser — no email, no account to build the LOI, nothing uploaded.
Say you choose Business purchase, sender Jordan Smith of Northgate Holdings LLC (title Managing Member), recipient Alex Rivera, Owner of Rivera Industries, subject Rivera Industries, price 750000, structure Asset purchase, payment "10% deposit, balance in cash at closing", dates "30-day due diligence; closing 60 days from signing", binding intent Non-binding except named clauses, with confidentiality and exclusivity (30 days) on and governing law California. The tool produces, among other blocks:
Dear Alex Rivera, Owner:
This Letter of Intent sets forth the principal terms under which
Northgate Holdings LLC ("Buyer") intends to acquire Rivera
Industries from Rivera Industries ("Seller").
The principal terms contemplated are as follows:
1. Purchase Price: $750,000.00
2. Deal Structure: Asset purchase
3. Payment / Financing: 10% deposit, balance in cash at closing
4. Due Diligence / Timeline: 30-day due diligence; closing 60
days from signing
This Letter of Intent is non-binding and creates no legal
obligation, EXCEPT that the following sections are intended to be
legally binding and enforceable: Confidentiality, Exclusivity,
and Governing Law. All other provisions are statements of present
intent only and are expressly subject to a definitive written
agreement.The status banner reads "This LOI is NON-BINDING except: Confidentiality, Exclusivity, Governing Law," and the checklist confirms each binding clause is present — so you can see exactly what can be enforced before you send it. The deal terms deliberately use "intends to" and "contemplated", never "agrees" or "shall", because contract verbs in the deal section are the leading reason "non-binding" LOIs are later found enforceable.
Accuracy & legal notes: This tool generates a starting-point template, not legal advice, and using it creates no attorney-client relationship. Labeling a document "Letter of Intent" or "non-binding" does not by itself make it non-binding — courts look at the actual words and the parties' conduct; the binding-intent clause is a safeguard, not a guarantee. Confidentiality, exclusivity, and governing-law clauses are commonly intended to be binding even inside a non-binding LOI, which is why the tool marks them explicitly. State-specific law, real-estate disclosure rules, and securities law (for stock/equity purchases) may impose additional requirements; for any regulated or high-value deal, have a licensed attorney in your jurisdiction review before sending. Date math uses calendar days and your local date — verify the rendered dates before relying on any deadline. Everything is fully client-side: no upload, no account needed to build your LOI, no email gate. Your inputs never leave your device.
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Usually not — but it depends on the words, not the title. Calling a document a "Letter of Intent" or "non-binding" does not by itself make it non-binding; courts look at the actual language and the parties' conduct. That is why this tool includes an explicit binding-intent paragraph that states which provisions are binding and which are only statements of present intent. Confidentiality, exclusivity (no-shop), and governing-law clauses are commonly intended to be binding even inside an otherwise non-binding LOI, and the tool labels those clearly.
A business-purchase or lease LOI typically includes: the parties, the subject of the deal, the proposed price and payment terms, the deal structure (asset vs. equity for an acquisition), a due-diligence period, target dates, optional confidentiality and exclusivity clauses, a governing-law clause, an explicit binding-intent disclaimer, an expiration date, and a signature block. A job or grad-school LOI is simpler: a statement of intent, your qualifications or fit, and a sign-off — with no price or exclusivity terms. This tool emits only the sections that fit the type you choose.
A non-binding LOI is a statement of present intent that creates no enforceable obligation until a definitive written agreement is signed. A binding LOI (or binding provisions inside an otherwise non-binding one) can be enforced like a contract. The single most consequential LOI mistake is saying "this is non-binding" and then using contract verbs like "shall", "agree", or "offer" in the deal terms — that ambiguity can make it enforceable. This tool keeps the deal terms in intent language and reserves "shall" only for clauses you explicitly mark as binding.
State that the buyer intends to acquire the target from the seller, then list the principal economic terms: purchase price, deal structure (asset purchase vs. stock/equity purchase — a material term with different tax and liability outcomes), payment and financing, the due-diligence period, and the target closing date. Mark confidentiality and exclusivity as binding if you want them enforceable during negotiation, add a governing-law clause, and include a clear binding-intent disclaimer so the price and terms are not mistaken for a firm contract. This tool builds all of that from a short form.
Yes — it is 100% free and runs entirely in your browser. There is no email gate, no account is required to build your LOI, and nothing you type is ever uploaded. Your inputs never leave your device. The tool produces a starting-point template, not legal advice, and does not create an attorney-client relationship.
No. This tool generates a starting-point template only; it is not legal advice and does not create an attorney-client relationship. State-specific law, real-estate disclosure rules, and securities law (for stock or equity purchases) may impose additional requirements. For any regulated or high-value deal, have a licensed attorney in your jurisdiction review the document before you send it, and verify all rendered dates before relying on any deadline.
Built in your browser and saved only there. We don't store or sell your data. Not legal advice.