Free Letter of Intent Template

What a Letter of Intent Is and When to Use One

A letter of intent (LOI) is a document that one party sends to another to formally state their intention to proceed with a deal, application, or agreement. It summarizes the key terms that have been discussed and signals serious commitment before the time and expense of drafting a full contract.

Letters of intent are used in a wide range of contexts. In business acquisitions, an LOI outlines the proposed purchase price and deal structure before due diligence begins. In real estate, buyers submit an LOI to sellers before negotiating a purchase agreement. Graduate school applicants write a letter of intent to explain their research interests and fit with a program. In all these cases, the LOI serves the same purpose: show you are serious, establish shared expectations, and move the process forward efficiently.

• Business acquisitions: proposed price, structure, and deal terms before due diligence
• Real estate: buyer's intent to purchase with price range and conditions
• Graduate school applications: statement of research interest and program fit
• Partnership or vendor agreements: scope, terms, and timeline before a formal contract
• Job applications for executive or senior roles where a formal statement of interest is requested
• Lease negotiations: proposed terms before the landlord drafts the lease agreement

What to Include in a Letter of Intent

The right content for a letter of intent depends on the context, but several elements appear in almost every effective LOI. Starting with a clear statement of intent is critical: the first paragraph should make obvious what transaction or opportunity you are pursuing and why you are the right party to pursue it.

Key terms or proposed terms come next. For a business deal, this means the proposed price, payment structure, timeline, and any conditions (such as satisfactory due diligence or financing). For an academic LOI, it means your research background, specific faculty you want to work with, and the research questions you want to pursue. For a real estate LOI, it means the offer price, contingencies, and proposed closing date.

• Clear statement of intent: what you want to do and why
• Background or qualifications: why you are a credible party to the deal or application
• Key proposed terms: price, scope, timeline, conditions, or roles
• Next steps: what you are asking the recipient to do (respond, schedule a call, countersign)
• Non-binding language if applicable (for business LOIs that precede a formal contract)
• Contact information and availability for follow-up

How to Write a Letter of Intent Step by Step

You can use the letter of intent template above as your starting point. Copy it into Google Docs or Word, then replace each placeholder with your specific details. The key is to be specific and concise: a good LOI rarely exceeds one page and gets to the point in the first paragraph.

Avoid filler language like 'I am reaching out to express my enthusiasm.' Instead, open with a direct statement of what you want and what you are offering. Specificity builds credibility, whether you are a buyer stating a dollar figure or a graduate applicant naming a faculty member's specific research project.

1. Open with a single sentence that states exactly what you are proposing (buy, partner, apply, lease)
2. In the second paragraph, give relevant background: your qualifications, research, or business context
3. List the key proposed terms clearly, using bullet points or numbered items for readability
4. State your proposed next steps and a timeline if relevant
5. Include a non-binding disclaimer if this is a business or real estate LOI
6. Close with your contact details and express genuine interest without overselling
7. Review to make sure the letter is one page or shorter before sending

Letter of Intent Variations: Business, Real Estate, and Graduate School

The same core template adapts to several different contexts, but the emphasis shifts significantly depending on the type of LOI you are writing.

For a business acquisition letter of intent, the document looks more like a term sheet. The most important content is the proposed purchase price or price range, the deal structure (asset purchase vs. stock purchase), whether any financing contingency applies, the expected due diligence period, and exclusivity terms if you want the seller to stop talking to other buyers during negotiations.

A real estate letter of intent is usually submitted by the buyer to the seller or landlord. It includes the offered price, earnest money amount, contingency conditions (financing, inspection), and a proposed closing date. It is not a contract, but it gives both sides a clear starting point for the purchase agreement.

A graduate school letter of intent (also called a statement of interest or personal statement in some programs) focuses on your academic background, specific research questions, which faculty member or lab you want to work with, and why that program is the right fit. It should demonstrate that you have read the faculty member's recent work, not just that you are interested in the general field.

• Business LOI: purchase price, deal structure, exclusivity period, due diligence timeline
• Real estate LOI: offer price, earnest money, contingencies, proposed closing date
• Graduate school LOI: research background, specific faculty interest, research questions, program fit
• Partnership LOI: scope of collaboration, revenue split or contribution structure, term length
• Employment LOI: role, proposed start date, salary expectations, key responsibilities

Is a Letter of Intent Legally Binding?

Whether a letter of intent is legally binding depends on how it is written and the jurisdiction. Most business and real estate LOIs include an explicit non-binding clause stating that the letter does not create a contract. This gives both parties the flexibility to walk away or renegotiate before signing a formal agreement.

However, some clauses within an LOI can be binding even when the rest is not. Confidentiality agreements, exclusivity or no-shop provisions, and cost-sharing clauses are frequently written as binding even in an otherwise non-binding LOI. If you are signing an LOI for a significant transaction, have a lawyer review it before you send or countersign, even if the document looks simple. For a graduate school application or a low-stakes partnership inquiry, a non-binding letter of intent template in Word or Google Docs is all you need.

• Most LOIs are non-binding and explicitly say so in the document
• Specific clauses like confidentiality and exclusivity can be binding within a non-binding LOI
• Academic LOIs are never legally binding
• For significant transactions, get legal review before signing or countersigning an LOI