Letter of Intent (LoI) Format
Set out the proposed terms of a transaction before the definitive agreement, and download an editable Word file.
What it is
A letter of intent states one party's serious intention to enter into a transaction, such as an acquisition, investment or large purchase, on the terms outlined. Most of an LoI is usually non-binding, while clauses such as confidentiality, exclusivity and governing law are made binding.
When it is used
- Acquiring a business, shares or assets.
- Starting due diligence before a purchase or investment.
- Securing exclusivity while the definitive agreement is negotiated.
What the template covers
- Description of the transaction and target
- Proposed consideration and its basis
- Due diligence period and exclusivity
- Break-up fee (if any) and long-stop date
- Binding provisions and non-binding nature of the rest
- Governing law
Details you will need
The generator asks for the following. Fields marked with an asterisk in the form are required; the rest can be left blank and filled in later in Word.
LoI
Date; Place
Issuing Party (Buyer/Investor)
Name; Address; Authorised Representative
Receiving Party (Seller/Target)
Name; Address
Transaction
Nature of Transaction; Description of Target / Asset; Proposed Consideration / Price (₹); Basis of Consideration
Key Terms
Due Diligence Period (days); Exclusivity Period; Break-up Fee (₹, if applicable); Longstop Date for definitive agreement
Binding Nature
Binding clauses (always binding); Governing Jurisdiction
Stamp duty, registration and filing
A letter of intent does not need registration. Where it creates enforceable obligations it may attract stamp duty as an agreement under the State's Stamp Act. Make sure the binding and non-binding parts are clearly separated.
Generate the Letter of Intent (LoI)
Fill in the form and download the draft as a Word file. It is a general template, not legal or professional advice; have it reviewed for your facts before you sign or rely on it.
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Frequently asked questions
Is a letter of intent binding?
Usually only in part. The commercial terms are typically non-binding, while clauses such as confidentiality, exclusivity, costs and governing law are expressly made binding.
What is a long-stop date in an LoI?
It is the date by which the definitive agreement must be signed. If it is not signed by then, the LoI lapses unless the parties extend it.
Should an NDA be signed before an LoI?
Often yes, because due diligence involves sharing confidential information. The LoI can also contain its own confidentiality clause.
This page gives general information for reference only. Laws, stamp duty rates and filing requirements change and differ between States, so confirm the current position for your case. Related: all document templates · free tax calculators · compliance calendar and guides.