Create Your Business Purchase Letter of Intent
Generate a professional Letter of Intent for acquiring a business - outline the proposed purchase price, payment structure, due diligence terms, and key conditions before committing to a definitive agreement. Includes legally binding confidentiality and exclusivity clauses. Ready to deliver in minutes.
Trusted by entrepreneurs and business buyers nationwide
What's Included in This LOI
This form generates a comprehensive Letter of Intent covering the proposed transaction structure, purchase price, payment terms, due diligence provisions, key conditions, and legally binding confidentiality and exclusivity clauses - everything needed to formalize preliminary deal terms before hiring attorneys to draft the definitive agreement.
Transaction Overview
Define the purchase price, price basis (fixed, valuation-based, or subject to due diligence adjustment), and payment structure (all cash, seller financing, earnout, or installments). Specify which assets are included, which are excluded, and which liabilities the buyer assumes.
Due Diligence & Closing
Set the due diligence period (15-90 days) for the buyer to investigate the business. Define the target closing date and conditions precedent - including satisfactory due diligence, execution of a definitive agreement, and third-party approvals.
Key Conditions
Address employee retention (all, key, or none), seller non-compete (1-5 years), and transition assistance (30 days to 1 year). These terms set expectations before formal negotiation begins.
Binding Provisions
The confidentiality clause and exclusivity/no-shop clause are explicitly marked as legally binding, even though the rest of the LOI is non-binding. The governing law provision determines which state's laws apply to disputes.
Non-Binding Does Not Mean Unimportant
While most LOI terms are non-binding, they establish the negotiating framework for the definitive agreement. Deviating significantly from LOI terms during final negotiations can damage trust and derail a deal. Treat the LOI as a serious commitment to negotiate in good faith.
Binding Sections Are Enforceable
Sections covering confidentiality, exclusivity, and governing law are legally binding and enforceable in court. Both parties are legally obligated to keep deal terms confidential and the seller cannot shop the deal to other buyers during the exclusivity period.
Understanding the Deal Structure
A well-structured LOI addresses the key financial and operational terms of the acquisition. This form supports four transaction types and multiple payment structures.
Business Purchase
Acquire the entire business as a going concern - operations, employees, customer relationships, goodwill, and all assets. The most comprehensive acquisition structure for buyers who want to step into an operating business.
Asset Purchase
Buy only specific assets - equipment, inventory, IP, customer lists - without acquiring the legal entity. The buyer avoids inheriting unknown liabilities but may need to renegotiate leases, contracts, and licenses.
Stock / Equity Purchase
Purchase ownership shares (corporation) or membership interests (LLC). The entity continues to exist with all its contracts, licenses, and obligations intact. Often simpler operationally but the buyer inherits all liabilities.
Merger
Combine two entities into one. The surviving entity inherits all assets and liabilities of the absorbed entity. Typically used when both businesses bring significant value and the combined entity is stronger than either alone.
Protecting Both Parties
A Letter of Intent protects both buyer and seller by establishing clear expectations, preventing surprises, and creating enforceable boundaries around the negotiation process.
Confidentiality Protection
The binding confidentiality clause prevents either party from disclosing deal terms, financial information, or trade secrets to third parties. This protects the seller's business from disruption and the buyer's competitive strategy from exposure. Survives for two years.
Exclusivity / No-Shop
The binding exclusivity clause prevents the seller from soliciting or entertaining other offers during the agreed period (30-90 days). This protects the buyer's investment in due diligence and ensures the seller negotiates in good faith.
Non-Compete from Seller
The seller non-compete (1-5 years) prevents the seller from starting or joining a competing business after the sale. Without this protection, the buyer risks losing customers and employees to the seller's new venture.
Due Diligence Rights
The due diligence provision guarantees the buyer access to the business's books, records, facilities, and personnel. If the buyer discovers problems, they can renegotiate or walk away without obligation - because the LOI is non-binding.
Business Purchase Letter of Intent
- Business, asset, stock & merger LOI types
- Binding confidentiality & exclusivity clauses
- All 50 states supported
- Due diligence & closing terms
- Seller non-compete & transition period
- Instant PDF download
Did you know?
Did you know?
According to the International Business Brokers Association, over 80% of serious business acquisition negotiations begin with a Letter of Intent. The LOI serves as a critical meeting-of-the-minds document that saves both parties significant legal fees by resolving major deal terms before attorneys begin drafting the definitive purchase agreement. Without an LOI, buyers and sellers often spend months negotiating a formal agreement only to discover fundamental disagreements on price, terms, or deal structure. The LOI identifies these issues early - when walking away is still free. Additionally, the binding confidentiality clause protects sensitive business information that must be shared during due diligence, and the exclusivity clause ensures the buyer's due diligence investment is protected from competitive bidding.
Featured — Spotlight
Governing law tailored to your state.
Business acquisition laws and non-compete enforceability vary significantly by state. California prohibits most non-compete agreements entirely, while states like Texas and Florida enforce them with reasonable limitations on scope, duration, and geography. The governing law provision in this LOI references the state you select and determines which state's laws apply to the binding provisions - confidentiality, exclusivity, and dispute resolution. Whether you are acquiring a business in a state with strict non-compete limitations or one with broad enforceability, the LOI adapts its language accordingly. The non-binding nature of the remaining LOI sections means state law primarily governs the enforceable clauses, making the state selection an important decision for both parties.
What people are saying
Real deals, real results
Join business buyers who started their acquisitions with confidence
"Used this LOI to acquire a local HVAC company. The exclusivity clause gave me 60 days to do due diligence without worrying about competing offers. We negotiated the final purchase agreement in half the time because all the major terms were already settled. Well worth it."
Marcus T.
Dallas, TX
"We bought a small restaurant group and needed a professional LOI to present to the sellers. The binding confidentiality clause was especially important since we were still operating our own competing restaurant during negotiations. Clean, thorough, and our attorney said it covered everything."
Jennifer & Paul K.
Denver, CO
"I'm a first-time business buyer and had no idea where to start. This walked me through every term - purchase price, seller financing, non-compete, transition period. The seller took the LOI seriously because it looked professional and covered all the right bases. Closed 90 days later."
David R.
Atlanta, GA
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Frequently Asked Questions
Everything you need to know about our business purchase letter of intent
A Letter of Intent is a preliminary document that outlines the proposed terms for acquiring a business. It expresses the buyer's serious interest and establishes a framework for negotiation before a formal purchase agreement is drafted. Most LOI provisions are non-binding, meaning neither party is obligated to complete the transaction. However, certain clauses - confidentiality, exclusivity, and governing law - are typically binding and enforceable.
Partially. This LOI is structured so that most sections are explicitly non-binding - they outline proposed terms but do not obligate either party to close the deal. However, the confidentiality clause, exclusivity or no-shop clause, and governing law provision are expressly binding and enforceable. This means the seller cannot share deal details with third parties or entertain competing offers during the exclusivity period, even if the overall deal falls through.
Send an LOI after you have done preliminary research on the business and are seriously interested in purchasing it, but before you begin formal due diligence or hire attorneys to draft a purchase agreement. The LOI should follow initial conversations with the seller and any preliminary financial review. It signals that you are a serious buyer and establishes the terms under which due diligence will proceed.
After both parties sign, the buyer typically begins formal due diligence - a thorough investigation of the business's financial records, legal obligations, operations, and liabilities. If due diligence is satisfactory, the parties usually negotiate and execute a definitive purchase agreement. The LOI terms serve as the starting point for the definitive agreement, though terms may be adjusted based on due diligence findings.
Yes, from the non-binding portions. Since most LOI terms are non-binding, either party can terminate negotiations at any time without liability. However, the binding provisions such as confidentiality and exclusivity survive termination. This means even if the deal falls through, both parties must continue to honor the confidentiality clause and the seller cannot retroactively shop the deal during the exclusivity period.
Instant PDF download · Updated for 2026
Instant PDF download · Updated for 2026