[{"data":1,"prerenderedAt":486},["ShallowReactive",2],{"document-letter-of-intent-D12655":3},{"document":4,"label":22,"preview":11,"thumb":23,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":24,"breadcrumb":28,"related":34,"customDescModule":175,"customdescription":6,"mdFm":176,"mdProseHtml":485},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":21},"Letter of Intent [INSERT DATE] [INSERT ADDRESSEE NAME] [INSERT FULL LEGAL NAME] [INSERT FULL ADRESS] Letter of intent relating to [INSERT SUBJECT] Dear [CONTACT NAME] This letter of intent (LOI) summarises the agreed in principle terms of a proposed [INSERT BRIEF OVERVIEW OF NATURE OF PROPOSED RELATIONSHIP]. This LOI is not legally binding except for the terms stated in part D. There will be no obligation related to the proposed [INSERT BRIEF NAME OF PROPOSED RELATIONSHIP] until a binding formal agreement is signed by the parties. Part A - background (non-binding) [INSERT BRIEF DESCRIPTION OF EACH PARTY]. [INSERT A BRIEF DESCRIPTION OF WHY THE PARTIES WIST TO WORK TOGETHER]. Part B - in-principle terms (non-binding) [INSERT A DETAILED DESCRIPTION OF WHAT THE PARTIES HAVE AGREED]. [INSERT EVERY ASUMPTION ON WHICH THE TERMS ARE BASED]. Part C - next steps (non-binding) [INSERT DETAILED NEXT STEPS (EX: DUE DILIGENCE, CONDITIONS, REGULATORY APPROVALS)] OR [THE PARTIES WILL CONTINUE TO DISCUSS IN GOOD FAITH AND AGREE THE MORE DETAILED ARRANGEMENTS ON WHICH THEY WILL WORK TOGETHER, WITH THE INTENTION TO ENTER INTO A FORMAL WRITTEN AGREEMENT BY [INSERT DATE]]. Part D - legally binding terms ",null,"Letter Of Intent","2",513,"doc","https://templates.business-in-a-box.com/imgs/1000px/letter-of-intent-D12655.png","https://templates.business-in-a-box.com/imgs/250px/12655.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12655.xml",{"title":15,"description":6},"letter of intent",[17,20],{"label":18,"url":19},"Legal Agreements","/templates/business-legal-agreements/",{"label":18,"url":19},"letter intent","Letter Of Intent Template","https://templates.business-in-a-box.com/imgs/400px/12655.png",[25,17,20],{"label":26,"url":27},"Templates","/templates/",[29,30,31],{"label":26,"url":27},{"label":18,"url":19},{"label":32,"url":33},"Equity & Mergers","/templates/equity-and-mergers/",[35,39,43,47,51,55,59,63,67,71,75,79,83,97,112,128,145,160],{"label":36,"url":37,"thumb":38,"extension":10},"Letter of Intent_Acquisition of Business","/template/letter-of-intent_acquisition-of-business-D5197","https://templates.business-in-a-box.com/imgs/250px/5197.png",{"label":40,"url":41,"thumb":42,"extension":10},"Letter of Intent (Commodity)","/template/letter-of-intent-commodity-D12545","https://templates.business-in-a-box.com/imgs/250px/12545.png",{"label":44,"url":45,"thumb":46,"extension":10},"Letter of Intent for Purchase of Computer Equipment","/template/letter-of-intent-for-purchase-of-computer-equipment-D1148","https://templates.business-in-a-box.com/imgs/250px/1148.png",{"label":48,"url":49,"thumb":50,"extension":10},"Letter Of Interest","/template/letter-of-interest-D12656","https://templates.business-in-a-box.com/imgs/250px/12656.png",{"label":52,"url":53,"thumb":54,"extension":10},"Business Interest Letter","/template/business-interest-letter-D13462","https://templates.business-in-a-box.com/imgs/250px/13462.png",{"label":56,"url":57,"thumb":58,"extension":10},"Notice Of Intent To Vacate Premises","/template/notice-of-intent-to-vacate-premises-D13230","https://templates.business-in-a-box.com/imgs/250px/13230.png",{"label":60,"url":61,"thumb":62,"extension":10},"Worksheet Intent Based Seo Content","/template/worksheet-intent-based-seo-content-D13808","https://templates.business-in-a-box.com/imgs/250px/13808.png",{"label":64,"url":65,"thumb":66,"extension":10},"Policy Letter on Vehicle Expense Reimbursement","/template/policy-letter-on-vehicle-expense-reimbursement-D723","https://templates.business-in-a-box.com/imgs/250px/723.png",{"label":68,"url":69,"thumb":70,"extension":10},"Notice of Intent to Exercise Warehouse Lien by Auction","/template/notice-of-intent-to-exercise-warehouse-lien-by-auction-D1035","https://templates.business-in-a-box.com/imgs/250px/1035.png",{"label":72,"url":73,"thumb":74,"extension":10},"Reminder Letter_Confidentialty Letter or Former Letter","/template/reminder-letter_confidentialty-letter-or-former-letter-D5173","https://templates.business-in-a-box.com/imgs/250px/5173.png",{"label":76,"url":77,"thumb":78,"extension":10},"Acknowledgement Letter","/template/acknowledgement-letter-D13437","https://templates.business-in-a-box.com/imgs/250px/13437.png",{"label":80,"url":81,"thumb":82,"extension":10},"Commitment Letter","/template/commitment-letter-D12999","https://templates.business-in-a-box.com/imgs/250px/12999.png",{"description":84,"descriptionCustom":6,"label":85,"pages":8,"size":9,"extension":10,"preview":86,"thumb":87,"svgFrame":88,"seoMetadata":89,"parents":91,"keywords":95,"url":96},"MEMORANDUM OF UNDERSTANDING This Memorandum of Understanding (\"MOU\"), is made and entered into as of [EFFECTIVE DATE], BETWEEN: [PARTY A] (the \"Company\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [PARTY B] (PARTNER/RESELLER], an individual with his main address located at [SPECIFY] OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] PURPOSE AND SCOPE The purpose of this MOU is to clearly identify the roles and responsibilities of each party as they relate to [ SPECIFY]. In particular, this MOU in intended to [SPECIFY OR DESCRIBE THE WAY IN WHICH THE PARTIES WILL COLLABORATE]. BACKGROUND [Brief description of the parties involved in the MOU with mention of any current/historical ties to this project] [PARTY A] RESPONSIBILITIES UNDER THIS MOU [PARTY A] shall undertake the following activities: [SPECIFY AND EXPLAIN] [PARTY B] RESPONSIBILITIES UNDER THIS MOU [Party B] shall undertake the following activities: [SPECIFY AND EXPLAIN] UNDERSTANDINGS","Memorandum of Understanding","https://templates.business-in-a-box.com/imgs/1000px/memorandum-of-understanding-D12548.png","https://templates.business-in-a-box.com/imgs/250px/12548.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12548.xml",{"title":90,"description":6},"memorandum of understanding",[92,94],{"label":18,"url":93},"business-legal-agreements",{"label":18,"url":93},"memorandum understanding","/template/memorandum-of-understanding-D12548",{"description":98,"descriptionCustom":6,"label":99,"pages":100,"size":9,"extension":10,"preview":101,"thumb":102,"svgFrame":103,"seoMetadata":104,"parents":106,"keywords":105,"url":111},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":105,"description":6},"non disclosure agreement nda",[107,108],{"label":18,"url":93},{"label":109,"url":110},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":113,"descriptionCustom":6,"label":114,"pages":115,"size":116,"extension":10,"preview":117,"thumb":118,"svgFrame":119,"seoMetadata":120,"parents":121,"keywords":126,"url":127},"Asset Purchase Agreement Prepared By: Your Name Job Title Phone 555.555.5555 Email info@yourbusiness.com www.yourbusiness.com TABLE OF CONTENTS Pages 1 - INTERPRETATION 6 1.1 Definitions 6 Extended Meanings 9 1.3 Interpretation Not Affected by Headings 9 1.4 Applicable Law 9 1.5 Funds 9 1.6 Financial Documents 9 1.7 Invalidity 10 1.8 Business Day 10 1.9 Preamble 10 2 - PURCHASED ASSETS 10 2.1 Purchased Assets 10 2.2 Excluded Assets 11 2.3 Leases and Retention of Ownership Agreements 12 2.4 Removal of Purchased Assets 12 2.5 Forward Commitments 12 2.6 Assets Used in the Business 12 3 - PURCHASE AND SALE 12 3.1 Purchase Price 12 3.2 Default 13 3.3 Balance of Price 13 3.4 Allocation of the Purchase Price 13 3.5 No Assumption of Liabilities 13 3.6 Payment of Taxes 14 3.7 Adjustments 14 3.8 Net Worth Adjustment 14 3.9 Disagreement Regarding Adjustment of Purchase Price 14 3.10 Escrow of Purchase Price 14 4 - CLOSING AND CONDITIONS PRECEDENT TO THE SALE 15 4.1 Closing Date 15 4.2 Conditions Precedent to Closing in Favor of the Purchaser 15 4.2.1 Corporate Authorization 15 4.2.2 Statements 15 4.2.3 Truth of Representations and Warranties 15 4.2.4 Compliance with Terms and Conditions 15 4.2.5 Governmental Approvals 16 4.2.6 Approval of Purchaser's Counsel 16 4.2.7 Prohibited Actions 16 4.2.8 Delivery of Documents and Title Deeds 16 4.2.9 Legal Opinion of Seller's Counsel 16 4.2.10 Non-Competition Agreements 16 4.2.11 Residence 16 4.2.12 Bulk Sale Affidavit 17 4.2.13 Tax Election Form 17 4.2.14 Powers of Attorney 17 4.2.15 Consents 17 4.2.16 Due Diligence 17 4.2.17 No Substantial Damage or Adverse Change 17 4.2.18 No Adverse Legislation 17 4.2.19 Delivery of Documents 17 4.3 Conditions Precedent to Closing in Favor of the Seller 18 4.3.1 Letter of Credit 18 4.3.2 Truth of Representations and Warranties 18 4.3.3 Compliance with Terms and Conditions 18 4.3.4 Legal Opinion of Purchaser's Counsel 18 4.4 Risk of Loss 18 4.5 Notification 19 5 - REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE PURCHASER 19 5.1 Representations and Warranties of Seller 19 5.1.1 Due Incorporation and Qualification to Carry on Business 19 5.1.2 Binding Nature 19 5.1.3 Title of Assets 19 5.1.4 Options, Commitments 20 5.1.5 No Violation 20 5.1.6 Books and Records 20 5.1.7 Business Conducted in Ordinary Course 20 5.1.8 Leases 21 5.1.9 Uses 21 5.1.10 Work Orders 21 5.1.11 Litigation 22 5.1.12 Proprietary Rights 22 5.1.13 Infringement of Proprietary Rights 22 5.1.14 Compliance with Laws 22 5.1.15 Employment Agreements 23 5.1.16 Labour Unions 23 5.1.17 Labour Practices 23 5.1.18 Pension Plans 23 5.1.19 Restrictive Documents 24 5.1.20 Outstanding Long Term Indebtedness 24 5.1.21 Outstanding Guarantees 24 5.1.22 Insurance 24 5.1.23 Taxes 24 5.1.24 Withholdings 25 5.1.25 Condition of Purchased Assets 25 5.1.26 Clients and Supplies 25 5.1.27 Vacation Pay 25 5.1.28 Residence 25 5.1.29 Knowledge 25 5.1.30 Liabilities 26 5.1.31 Inventories 26 5.1.32 Financial Statements 26 5.1.33 Absence of Certain Developments 26 5.1.34 No Material Adverse Change 27 5.1.35 Other Agreements 27 5.1.36 Environmental Matters 28 5.1.37 Reliance 29 5.1.38 Evidence 29 5.1.39 Standard of Conduct 29 5.2 Representations and Warranties of the Purchaser 29 5.2.1 Due Incorporation 29 5.2.2 Binding Nature 29 5.2.3 No Violation 29 5.3 Survival 30 5.4 Indemnification of the Purchaser 30 5.5 Warranty Work 30 6 - EMPLOYEES 31 6.1 List of Non-Unionized Employees 31 6.2 Employment to Non-Unionized Employees 31 6.3 Claims by Non-Unionized Employees 31 6.4 Pension Plan for Employees 31 6.5 Assumption of Collective Agreement 32 6.6 List of Unionized Employees 32 6.7 Offers to Unionized Employees 32 6.8 Short Term and Long Term Disability 33 6.9 Benefit Plans 33 7 - MUTUAL COOPERATION 33 7.1 Conduct of Business Prior to Closing 33 (a) Conduct Business in Ordinary Course 33 (b) Continue Insurance 33 (c) Perform Obligations 33 7.2 Access for Investigation Prior to Closing 33 7.3 Actions to Satisfy Closing Conditions 34 7.4 Transfer of Purchased Assets 34 7.5 Assistance in Judicial Claims 35 7.6 Collection of Receivables 35 7.7 Accounts Receivable 35 7.8 Differentiation of Products 36 8 - MISCELLANEOUS 36 8.1 Successors and Assigns 36 8.2 Brokers 36 8.3 Legal Fees 36 8.4 Public Announcement 36 8.5 Entire Agreement 36 8.6 Notices 37 8.7 Time of Essence 37 8.8 Counterparts 37 9 - GUARANTEE 37 9.1 Intervention of the Guarantor 37 9.2 Indulgence 38 9.3 Disability of Purchaser 38 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Purchaser\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [FIRST PART] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SECOND PART] (the \"Seller\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Seller carries on the business of [NUMBER] WHEREAS the Seller has agreed to sell and the Purchaser has agreed to purchase certain assets relating to the Business upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS HEREIN CONTAINED AND OTHER GOOD AND VALUABLE CONSIDERATION, THE [COMPANY NAME] HERETO AGREE AS FOLLOWS: INTERPRETATION Definitions Unless the subject matter or context otherwise requires: \"Affiliate\" has the meaning ascribed to the term \"affiliated corporations\" in the [COUNTRY Business Corporations Act]. \"Associate\" has the meaning ascribed to the term \"associate\" in the [COUNTRY Business Corporations Act]. \"Balance of Price\" has the meaning ascribed thereto in Section 3.1.2. \"Books and Records\" means any books and records (originals or copies thereof) of Seller relating exclusively to the Business including, without limitation, books and records relating to the purchase materials and supplies, the manufacture, assembly and processing of products, sales of products, dealings with customers and franchises, invoices, customer lists, mailing lists, suppliers lists, trademarks and trade names, financial records, personnel records (to the extent permitted by law) and taxes (excluding Seller's income tax and other tax records unrelated to the Business).","Asset Purchase Agreement","37",259,"https://templates.business-in-a-box.com/imgs/1000px/asset-purchase-agreement-D928.png","https://templates.business-in-a-box.com/imgs/250px/928.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#928.xml",{"title":6,"description":6},[122,123],{"label":18,"url":93},{"label":124,"url":125},"Purchase & Sale Agreements","purchase-sale-agreement","asset purchase agreement","/template/asset-purchase-agreement-D928",{"description":129,"descriptionCustom":6,"label":130,"pages":131,"size":9,"extension":10,"preview":132,"thumb":133,"svgFrame":134,"seoMetadata":135,"parents":137,"keywords":136,"url":144},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: JOB OFFER FOR [DESCRIBE] Dear [CANDIDATE NAME]: Congratulations! [Company name] is excited to offer you the position of [job title] with an expected start date of [day, month, year] at a starting salary of [dollar amount] per [hour, year, etc.]. You can expect to receive payment [weekly, biweekly, monthly, etc.], starting on [date of first pay period]. We must wrap up a few more formalities, including the successful completion of your [background check, drug screening, reference check, etc.]. As the [job title], you will report to [manager/supervisor name and title] at [workplace location] from [hours of day, days of week]","Job Offer Letter Long","1","https://templates.business-in-a-box.com/imgs/1000px/job-offer-letter-long-D12769.png","https://templates.business-in-a-box.com/imgs/250px/12769.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12769.xml",{"title":136,"description":6},"job offer letter long",[138,141],{"label":139,"url":140},"Human Resources","human-resources",{"label":142,"url":143},"Hire an Employee","hire-employee","/template/job-offer-letter-long-D12769",{"description":146,"descriptionCustom":6,"label":147,"pages":148,"size":149,"extension":10,"preview":150,"thumb":151,"svgFrame":152,"seoMetadata":153,"parents":154,"keywords":158,"url":159},"INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [INDEPENDENT CONTRACTOR NAME] (the \"Independent Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D. Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement","6",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[155],{"label":156,"url":157},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":161,"descriptionCustom":6,"label":162,"pages":163,"size":9,"extension":10,"preview":164,"thumb":165,"svgFrame":166,"seoMetadata":167,"parents":169,"keywords":168,"url":174},"PARTNERSHIP AGREEMENT This Partnership Agreement (\"Agreement\") is made and effective this [Date], BETWEEN: [YOUR COMPANY NAME] (the \"First Partner\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTNER NAME] (the \"Second Partner\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] RECITALS Partners desire to join together for the pursuit of common business goals. Partners have considered various forms of joint business enterprises for their business activities. Partners desire to enter into a partnership agreement as the most advantageous business form for their mutual purposes. The parties hereto agree to form a limited partnership (the \"Partnership\") under [LAW, CODE OR ACT]. In consideration of the mutual promises contained in this agreement, partners agree as follows: NAME AND DOMICILE The name of the partnership shall be [name]. The principal place of business shall be at [address], [city], [state/province], unless relocated by consent of the partners. Purposes Subject to the limitations set forth in this Agreement, the purposes of the Partnership are to engage in the business of [DESCRIBE ACTIVITIES]; and to conduct other activities as may be necessary or incidental to or desirable in connection with the foregoing. DURATION OF AGREEMENT The term of this agreement shall be for [number] years, commencing on [date], and terminating on [date], unless sooner terminated by mutual consent of the parties or by operation of the provisions of this agreement. CLASSIFICATION AND PERFORMANCE BY PARTNERS Partners shall be classified as active partners, advisory partners, or estate partners. An active partner may voluntarily become an advisory partner, may be required to become one irrespective of age, and shall automatically become one after attaining the age of [age] years, and in each case shall continue as such for [number] years unless the partner sooner withdraws or dies. If an active partner dies, the partner's estate will become an estate partner for [number] years. If an advisory partner dies within [Number] years of having become an advisory partner, the partner will become an estate partner for the balance of the [number]-year period. Only active partners shall have any vote in any partnership matter. At the time of the taking effect of this partnership agreement, all the partners shall be active partners except [name] and [name], who shall be advisory partners. An active partner, after attaining the age of [age] years, or prior to that age if the [executive committee or as the case may be] with the approval of [two-thirds or as the case may be] of all the other active partners determines that the reason for the change in status is bad health, may become an advisory partner at the end of any calendar month on giving [number] calendar months' prior notice in writing of the partner's intention to do so. The notice shall be deemed to be sufficient if sent by registered mail addressed to the partnership at its principal office at [address], [city], [state/province] not less than [number] calendar months prior to the date when the change is to become effective. Any active partner may at any age be required to become an advisory partner at any time if the [executive committee or as the case may be] with the approval of [two-thirds or as the case may be] of the other active partners shall decide that the change is for any reason in the best interests of the partnership, provided notice of the decision shall be given in writing to the partner. The notice shall be signed by the [chairman or as the case may be] of the [executive committee or as the case may be] or, in the event of his or her being unable to sign at the time, by another member of the [executive committee or as the case may be]. The notice shall be served personally on the partner required to change his or her status or mailed by registered mail to the partner's last known address. Change of the partner's status shall become effective as of the date specified in the notice. Every active partner shall automatically and without further act become an advisory partner at the end of the fiscal year in which the partner's birthday occurs. In the event that an active partner becomes an advisory partner or dies, the partner or the partner's estate shall be entitled to the following payments at the following times: [describe] Each active partner shall apply all of the partner's experience, training, and ability in discharging the partner's assigned functions in the partnership and in the performance of all work that may be necessary or advantageous to further the business interests of the partnership. CONTRIBUTION Each partner shall contribute [amount] on or before [date] to be used by the partnership to establish its capital position. Any additional contribution required of partners shall only be determined and established in accordance with Article Nineteen. MANAGEMENT OF THE PARTNERSHIP The Partnership shall be managed by [SPECIFY]. Subject to the limitations specifically contained in this Agreement, [PARTY MANAGING THE PARTNERSHIP] shall have the full, exclusive and absolute right, power and authority to manage and control the Partnership and the property, assets and business thereof. [PARTY MANAGING THE PARTNERSHIP] shall have all of the rights, powers and authority conferred by law or under other provisions of this Agreement. Without limiting the generality of the foregoing, such powers include the right on behalf of the Partnership, in [PARTY MANAGING THE PARTNERSHIP]' sole discretion, to: Acquire, purchase, renovate, improve, and own any property or assets necessary or appropriate or in the best interests of the business of the Partnership, and to acquire options for the purchase of any such property; Borrow money, issue evidences of indebtedness in connection therewith, refinance, increase the amount of, modify, amend or change the terms of, or extend the time for the payment of, any indebtedness or obligation of the Partnership, and secure such indebtedness by mortgage, deed of trust, pledge or other lien on Partnership assets; Sue on, defend or compromise any and all claims or liabilities in favor of or against the Partnership and to submit any or all such claims or liabilities to arbitration; File applications, communicate and otherwise deal with any and all governmental agencies having jurisdiction over, or in any way affecting, the Partnership's assets or any part thereof or any other aspect of the Partnership business; Retain services of any kind or nature in connection with the Partnership business, and to pay therefore such remuneration deem reasonable and proper; and Perform any and all other acts deem necessary or appropriate to the Partnership business. TRANSFER OF PARNERSHIP INTERESTS Restrictions on Transfer None of the Partners shall sell, assign, transfer, mortgage, encumber, or otherwise dispose of the whole or part of that Partner's interest in the Partnership, and no purchaser or other transferee shall have any rights in the Partnership as an assignee or otherwise with respect to all or any part of that Partnership interest attempted to be sold, assigned, transferred, mortgaged, encumbered, or otherwise disposed of, unless and to the extent that the remaining Partner(s) have given consent to such sale, assignment, transfer, mortgage, or encumbrance, but only if the transferee forthwith assumes and agrees to be bound by the provisions of this Agreement and to become a Partner for all purposes hereof, in which event, such transferee shall become a substituted partner under this Agreement.","Partnership Agreement","8","https://templates.business-in-a-box.com/imgs/1000px/partnership-agreement-D12551.png","https://templates.business-in-a-box.com/imgs/250px/12551.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12551.xml",{"title":168,"description":6},"partnership agreement",[170,171],{"label":18,"url":93},{"label":172,"url":173},"Partnership Agreements","partnership-agreement","/template/partnership-agreement-D12551",false,{"seo":177,"reviewer":190,"quick_facts":194,"at_a_glance":196,"personas":200,"variants":225,"glossary":250,"clauses":281,"how_to_fill":332,"common_mistakes":373,"faqs":390,"industries":415,"comparisons":431,"diy_vs_pro":447,"related_template_ids_curated":460,"schema":471,"classification":473},{"meta_title":178,"meta_description":179,"primary_keyword":180,"secondary_keywords":181},"Letter of Intent Template | BIB","Free letter of intent template for business deals, acquisitions, partnerships, and employment. Download in Word, edit online, or export as PDF.","letter of intent template",[182,183,184,185,186,187,188,189],"letter of intent template word","letter of intent template free","letter of intent sample","letter of intent business","loi template","letter of intent download","letter of intent example","letter of intent for business acquisition",{"name":191,"credential":192,"reviewed_date":193},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":195,"legal_review_recommended":175,"signature_required":175},"easy",{"what_it_is":197,"when_you_need_it":198,"whats_inside":199},"A Letter of Intent (LOI) is a formal written document that outlines the preliminary terms and mutual understanding between two parties before a binding contract is finalized. This template is a free Word download you can edit online and export as PDF — covering the deal structure, key conditions, exclusivity, and timeline in a concise, professional format.\n","Use it when you want to signal serious intent and document agreed-upon terms before committing to a full contract — common in business acquisitions, real estate transactions, partnership negotiations, and employment offers.\n","Party identification, purpose statement, proposed terms, conditions and contingencies, exclusivity or no-shop clause, confidentiality obligations, timeline, and a non-binding disclaimer with governing law.\n",[201,205,209,213,217,221],{"title":202,"use_case":203,"icon_asset_id":204},"Business buyers and acquirers","Signaling purchase intent and locking in deal terms before due diligence","persona-business-buyer",{"title":206,"use_case":207,"icon_asset_id":208},"Startup founders","Formalizing a partnership or investment discussion before term sheet issuance","persona-startup-founder",{"title":210,"use_case":211,"icon_asset_id":212},"Real estate investors","Documenting offer terms for commercial property before a purchase agreement","persona-real-estate-investor",{"title":214,"use_case":215,"icon_asset_id":216},"HR managers and recruiters","Extending a formal pre-offer to a senior candidate before a full employment contract","persona-hr-manager",{"title":218,"use_case":219,"icon_asset_id":220},"Corporate development teams","Initiating merger or joint venture discussions with a documented framework","persona-operations-director",{"title":222,"use_case":223,"icon_asset_id":224},"Small business owners","Entering supplier or distributor negotiations with clear preliminary terms on record","persona-small-business-owner",[226,230,234,238,241,244,247],{"situation":227,"recommended_template":228,"slug":229},"Buying or selling an existing business","Letter of Intent to Purchase a Business","letter-of-intent-for-purchase-of-computer-equipment-D1148",{"situation":231,"recommended_template":232,"slug":233},"Acquiring commercial real estate","Letter of Intent for Real Estate","deed-of-sale-real-estate-property-D1172",{"situation":235,"recommended_template":236,"slug":237},"Entering a joint venture or strategic partnership","Letter of Intent for Partnership","letter-of-intent-D12655",{"situation":239,"recommended_template":240,"slug":237},"Extending a conditional job offer to a senior hire","Letter of Intent for Employment",{"situation":242,"recommended_template":243,"slug":237},"Proposing a vendor or supplier relationship","Letter of Intent for Supply Agreement",{"situation":245,"recommended_template":246,"slug":237},"Securing a commercial lease before formal lease execution","Letter of Intent for Commercial Lease",{"situation":248,"recommended_template":249,"slug":237},"Proposing a merger between two companies","Merger Letter of Intent",[251,254,257,260,263,266,269,272,275,278],{"term":252,"definition":253},"Letter of Intent (LOI)","A written document expressing one party's intention to enter into an agreement with another, outlining preliminary terms before a binding contract is drafted.",{"term":255,"definition":256},"Non-Binding Clause","A statement within the LOI clarifying that the document does not create enforceable legal obligations, except for specific provisions explicitly designated as binding.",{"term":258,"definition":259},"Exclusivity Clause","A provision preventing the receiving party from negotiating with other potential buyers or partners for a specified period while discussions are ongoing.",{"term":261,"definition":262},"No-Shop Clause","A restriction on the seller or target company prohibiting it from actively soliciting competing offers during the exclusivity period.",{"term":264,"definition":265},"Due Diligence","The investigative process a buyer or investor conducts to verify the financial, legal, and operational details of the subject of a transaction before finalizing an agreement.",{"term":267,"definition":268},"Definitive Agreement","The final, fully negotiated, and legally binding contract that replaces the LOI once all terms have been agreed upon and due diligence is complete.",{"term":270,"definition":271},"Contingency","A condition that must be satisfied before the transaction can proceed — such as securing financing, regulatory approval, or a satisfactory due diligence review.",{"term":273,"definition":274},"Good Faith Negotiations","The expectation that both parties will negotiate honestly and openly toward a definitive agreement, without using the LOI period to extract concessions unfairly.",{"term":276,"definition":277},"Governing Law","The jurisdiction whose laws will be used to interpret the LOI and any resulting disputes between the parties.",{"term":279,"definition":280},"Term Sheet","A similar pre-agreement document used primarily in financing and investment contexts, outlining deal economics before a definitive investment agreement is drafted.",[282,287,292,297,302,307,312,317,322,327],{"name":283,"plain_english":284,"sample_language":285,"common_mistake":286},"Header and party identification","Identifies the sender and recipient by full legal name, address, and the date the letter is issued.","[DATE] | [SENDER FULL NAME / COMPANY], [ADDRESS] | To: [RECIPIENT FULL NAME / COMPANY], [ADDRESS] | Re: Letter of Intent — [TRANSACTION DESCRIPTION]","Using trade names instead of registered legal entity names. If a dispute arises, enforcing even the binding provisions becomes complicated if the party names don't match corporate records.",{"name":288,"plain_english":289,"sample_language":290,"common_mistake":291},"Purpose and transaction overview","States the nature of the proposed transaction and the parties' shared intent to negotiate toward a definitive agreement.","This Letter of Intent sets forth the mutual understanding of [BUYER NAME] ('Buyer') and [SELLER NAME] ('Seller') regarding Buyer's proposed acquisition of [ASSET / BUSINESS / PROPERTY DESCRIPTION] ('Transaction').","Writing a vague purpose statement that fails to identify the specific asset, business, or relationship at issue — making the LOI difficult to reference during later negotiations.",{"name":293,"plain_english":294,"sample_language":295,"common_mistake":296},"Proposed terms and deal structure","Summarizes the material economic terms being proposed — purchase price, payment structure, equity split, or other core commercial terms.","Buyer proposes to acquire [ASSET] for a total consideration of $[AMOUNT], payable as follows: $[X] in cash at closing and $[X] in [SELLER NOTE / EARNOUT / EQUITY] structured as [DESCRIPTION].","Leaving price or consideration ranges so wide that the LOI creates no useful anchor for negotiation — a $1M–$5M range is not a proposed term, it is an opening position.",{"name":298,"plain_english":299,"sample_language":300,"common_mistake":301},"Conditions and contingencies","Lists the conditions that must be satisfied before the parties will be obligated to proceed to a definitive agreement.","This Transaction is subject to: (a) completion of satisfactory due diligence by Buyer; (b) Buyer obtaining financing on acceptable terms; and (c) execution of a mutually acceptable Definitive Agreement by [DATE].","Omitting financing contingencies for buyers who require third-party funding. A buyer who cannot close because of missing financing, without a contingency on record, risks damaging the relationship and potentially triggering disputes.",{"name":303,"plain_english":304,"sample_language":305,"common_mistake":306},"Due diligence access","Grants the buyer or investigating party reasonable access to documents, personnel, and records needed to complete their review.","Seller shall provide Buyer and its advisors with reasonable access to [COMPANY NAME]'s financial records, contracts, and key personnel during the period commencing [DATE] and ending [DATE] ('Due Diligence Period').","Not setting a defined end date for the due diligence period. An open-ended review gives one party unlimited leverage to delay while the other party is locked out of the market.",{"name":308,"plain_english":309,"sample_language":310,"common_mistake":311},"Exclusivity and no-shop","Restricts the other party from soliciting or entertaining competing offers during the negotiation window.","During the period from the date of this LOI through [DATE] ('Exclusivity Period'), Seller shall not solicit, initiate, or encourage inquiries from third parties regarding the sale of [ASSET / BUSINESS].","Making the exclusivity clause non-binding when the intent is clearly to prevent a competitive process. Exclusivity and confidentiality are the two provisions most commonly — and intentionally — drafted as binding even in an otherwise non-binding LOI.",{"name":313,"plain_english":314,"sample_language":315,"common_mistake":316},"Confidentiality","Obligates both parties to keep the existence and terms of the LOI, and any information exchanged during negotiations, confidential.","Each party agrees to keep the existence and terms of this LOI and all information exchanged in connection with the Transaction strictly confidential and not to disclose such information to any third party without the other party's prior written consent.","Relying on a separate NDA and omitting confidentiality from the LOI entirely. If the NDA is not executed before the LOI is shared, there may be a window during which the transaction terms are unprotected.",{"name":318,"plain_english":319,"sample_language":320,"common_mistake":321},"Timeline and expiration","Sets the deadline by which the parties intend to execute a definitive agreement, and the date on which the LOI itself expires if not accepted.","The parties intend to execute a Definitive Agreement on or before [DATE]. This LOI shall expire if not countersigned by Seller and returned to Buyer by [EXPIRATION DATE].","Setting unrealistically tight timelines — particularly for acquisition LOIs where due diligence and financing typically require 30–90 days. Missed deadlines erode trust and invite renegotiation.",{"name":323,"plain_english":324,"sample_language":325,"common_mistake":326},"Non-binding disclaimer and binding provisions","Explicitly states which provisions are non-binding (the deal terms) and which are binding (typically exclusivity and confidentiality), to prevent either party from claiming the LOI created an enforceable contract.","Except for the provisions in Sections [X] (Exclusivity) and [X] (Confidentiality), which shall be binding upon the parties, this LOI is not intended to create, and does not create, any legally binding obligation on either party.","Failing to specify which sections are binding. A court may treat the entire LOI as either fully binding or fully non-binding depending on its language — neither outcome is typically what either party intends.",{"name":328,"plain_english":329,"sample_language":330,"common_mistake":331},"Governing law and signatures","States the applicable law for interpreting the LOI and provides a signature block for both parties to acknowledge receipt and agreement with the terms.","This LOI shall be governed by the laws of [STATE / PROVINCE]. Accepted and agreed: [SENDER SIGNATURE / DATE] | Acknowledged: [RECIPIENT SIGNATURE / DATE]","Skipping the signature block because the LOI is 'just preliminary.' Even a non-binding document benefits from dated signatures — they establish a clear timeline and demonstrate mutual acknowledgment of the terms.",[333,338,343,348,353,358,363,368],{"step":334,"title":335,"description":336,"tip":337},1,"Identify both parties with their full legal names","Enter the complete registered name and address of both the sender and recipient at the top of the letter. Include the date of issuance.","Check the corporate registry or Secretary of State filing to confirm the exact legal entity name before sending.",{"step":339,"title":340,"description":341,"tip":342},2,"Describe the transaction clearly","Write a one-to-two sentence purpose statement identifying the specific asset, business, or relationship the LOI covers. Be specific enough that both parties are clearly aligned on scope.","Ambiguous transaction descriptions are the single most common source of 'we had a different understanding' disputes at the definitive agreement stage.",{"step":344,"title":345,"description":346,"tip":347},3,"State the proposed terms with specific numbers","Enter the purchase price, consideration structure, equity split, or other core commercial terms. Use concrete figures — ranges wider than 20% provide little negotiating value.","If pricing is genuinely uncertain, note the valuation methodology (e.g., 4× trailing EBITDA) rather than a dollar range.",{"step":349,"title":350,"description":351,"tip":352},4,"List all conditions and contingencies","Enumerate each condition that must be met before the parties proceed — financing, due diligence, regulatory approval, or third-party consent.","Number each contingency separately so they can be crossed off individually as they are satisfied during negotiations.",{"step":354,"title":355,"description":356,"tip":357},5,"Set the exclusivity period with a firm end date","Define the exact start and end dates for exclusivity. For business acquisitions, 30–60 days is typical; for real estate, 14–30 days is common.","Mark the exclusivity clause as binding explicitly in the non-binding disclaimer section — this is the provision most likely to be litigated if the deal falls through.",{"step":359,"title":360,"description":361,"tip":362},6,"Add the non-binding disclaimer and identify binding provisions","Write a clear disclaimer stating the LOI is non-binding except for exclusivity and confidentiality. List the specific section numbers that are binding.","Have both parties initial the non-binding disclaimer paragraph separately if there is any chance of a future dispute about the LOI's legal status.",{"step":364,"title":365,"description":366,"tip":367},7,"Set an expiration date and request countersignature","State the date by which the recipient must countersign and return the LOI. Seven to fourteen days is a reasonable window for most transactions.","An expiration date creates urgency without being aggressive — it signals that you are serious and have other options, even if you don't.",{"step":369,"title":370,"description":371,"tip":372},8,"Export as PDF and deliver to the counterparty","Save the completed LOI as PDF and deliver it by email or secure document portal. Retain the editable Word file for internal records and amendments.","Follow up by phone within 24 hours of sending — LOIs that are discussed verbally alongside the written document move to countersignature 40–50% faster.",[374,378,382,386],{"mistake":375,"why_it_matters":376,"fix":377},"Treating the entire LOI as non-binding","If exclusivity and confidentiality are also non-binding, the other party can shop the deal or disclose sensitive terms to competitors with no legal consequence.","Explicitly designate exclusivity and confidentiality as binding provisions in the non-binding disclaimer clause, and reference their section numbers.",{"mistake":379,"why_it_matters":380,"fix":381},"Using vague price ranges instead of specific figures","A wide price range gives the other party room to anchor at the favorable end in the definitive agreement, effectively restarting negotiations from scratch.","State a specific proposed price or a clear valuation formula (e.g., 5× trailing twelve-month EBITDA) so both parties are negotiating from the same number.",{"mistake":383,"why_it_matters":384,"fix":385},"Omitting a due diligence deadline","An open-ended due diligence period lets the buyer delay indefinitely while the seller is locked out of the market under an exclusivity clause.","Set a specific end date for the due diligence period — typically 30–60 days for business acquisitions — and tie it to the exclusivity expiration.",{"mistake":387,"why_it_matters":388,"fix":389},"Not specifying which party bears transaction costs","Legal, accounting, and advisory fees can each run tens of thousands of dollars. Leaving cost allocation unstated creates friction and surprise at the closing table.","Add a one-sentence cost allocation clause: each party bears its own costs unless otherwise agreed in the Definitive Agreement.",[391,394,397,400,403,406,409,412],{"question":392,"answer":393},"What is a letter of intent?","A letter of intent (LOI) is a formal written document that summarizes the preliminary terms and mutual understanding between two parties before a binding contract is drafted. It is commonly used in business acquisitions, real estate transactions, partnership negotiations, and senior employment offers. Most LOIs are intentionally non-binding on the deal terms, while specific provisions — typically exclusivity and confidentiality — are drafted as binding.\n",{"question":395,"answer":396},"Is a letter of intent legally binding?","Generally, an LOI is not legally binding on its core deal terms — that is its purpose. However, specific provisions such as exclusivity, confidentiality, and governing law are typically written as binding even within an otherwise non-binding document. Courts have occasionally found entire LOIs to be binding when the language was ambiguous, so including a clear non-binding disclaimer with specific carve-outs is essential.\n",{"question":398,"answer":399},"What is the difference between a letter of intent and a term sheet?","Both documents serve the same pre-contract function, but they are used in different contexts. A term sheet is most common in investment and financing transactions, focusing on deal economics such as valuation, equity percentage, and investor rights. An LOI is broader and is used across acquisitions, real estate, partnerships, and employment. The two terms are sometimes used interchangeably in M&A contexts.\n",{"question":401,"answer":402},"What is the difference between a letter of intent and a memorandum of understanding?","A memorandum of understanding (MOU) and an LOI serve similar purposes but differ in tone and context. An LOI is typically used in commercial transactions where one party is proposing specific terms to another. An MOU is more common in government, nonprofit, and interagency contexts to document mutual cooperation without a commercial transaction at its center. Both are generally non-binding unless specific provisions are designated otherwise.\n",{"question":404,"answer":405},"When should I use a letter of intent?","Use an LOI when you want to document agreed-upon preliminary terms and signal serious intent before investing in the full legal and due diligence process. It is most useful in business acquisitions, commercial real estate offers, joint venture or partnership discussions, and senior executive hiring. It is less appropriate for straightforward vendor contracts or service agreements, where moving directly to a binding contract is faster.\n",{"question":407,"answer":408},"Does a letter of intent need to be signed?","A signature is not legally required for an LOI to serve its purpose, but requesting countersignature from the recipient is strongly recommended. A dated signature from both parties establishes a clear record of mutual acknowledgment, creates an enforceable exclusivity and confidentiality obligation, and provides a reference point if negotiations later become contentious.\n",{"question":410,"answer":411},"How long should an exclusivity period in an LOI be?","For business acquisitions, 30–60 days is the standard range — enough time to complete due diligence and negotiate the definitive agreement. For commercial real estate, 14–30 days is more typical. For partnership or employment LOIs, exclusivity is sometimes omitted entirely. The period should be long enough to allow meaningful progress but short enough to protect the target from being locked out of the market indefinitely.\n",{"question":413,"answer":414},"Can a letter of intent be used for employment?","Yes. An employment LOI is a formal pre-offer document used for senior hires, executive placements, or roles where compensation is subject to board approval. It outlines the proposed title, compensation range, start date, and conditions of employment before a full employment contract is drafted. Unlike a standard offer letter, it explicitly preserves the non-binding nature of the terms until a contract is executed.\n",[416,420,424,428],{"industry":417,"icon_asset_id":418,"specifics":419},"Mergers and Acquisitions","industry-professional-services","LOIs define purchase price, deal structure, due diligence timeline, and exclusivity before a purchase agreement is drafted — standard practice in every M&A transaction regardless of size.",{"industry":421,"icon_asset_id":422,"specifics":423},"Commercial Real Estate","industry-real-estate","Buyers and tenants use LOIs to secure terms on a property before committing to a full purchase or lease agreement, with exclusivity preventing the seller from entertaining competing offers during the review period.",{"industry":425,"icon_asset_id":426,"specifics":427},"Technology and SaaS","industry-saas","Strategic partnerships, acqui-hires, and software licensing deals typically begin with an LOI that documents integration scope, IP ownership, and pricing before a definitive agreement is negotiated.",{"industry":429,"icon_asset_id":418,"specifics":430},"Staffing and Executive Recruitment","Executive search firms and in-house HR teams use employment LOIs for C-suite and VP-level candidates where compensation requires board ratification before a formal contract can be issued.",[432,435,439,443],{"vs":85,"vs_template_id":433,"summary":434},"memorandum-of-understanding-D12657","An MOU documents mutual cooperation between parties — common in government, nonprofit, and interagency contexts — without a specific commercial transaction at its center. An LOI is transaction-specific, proposing concrete deal terms such as price and timeline. Use an MOU for collaboration frameworks; use an LOI when one party is formally proposing a deal to another.",{"vs":436,"vs_template_id":437,"summary":438},"Non-Disclosure Agreement","non-disclosure-agreement-nda-D12692","An NDA protects confidential information exchanged between parties but does not document any transaction terms. An LOI typically includes a confidentiality provision but also covers deal structure, conditions, and timeline. In practice, an NDA is often signed before the LOI to allow initial information sharing, with the LOI's confidentiality clause reinforcing those obligations during active negotiation.",{"vs":440,"vs_template_id":441,"summary":442},"Offer Letter","job-offer-letter-long-D12769","An offer letter is used to confirm employment terms and prompt a candidate to accept a role — it is typically the precursor to a full employment contract. An employment LOI is used earlier in the process, before compensation is finalized or board-approved. An offer letter implies readiness to hire; an LOI signals intent to negotiate toward that outcome.",{"vs":444,"vs_template_id":445,"summary":446},"Purchase Agreement","asset-purchase-agreement-D12681","A purchase agreement is the fully negotiated, legally binding contract that governs a completed transaction. An LOI precedes it — establishing a shared framework and exclusivity period while due diligence and contract drafting proceed. The LOI is replaced entirely by the purchase agreement at closing; its non-binding deal terms give way to enforceable obligations.",{"use_template":448,"template_plus_review":452,"custom_drafted":456},{"best_for":449,"cost":450,"time":451},"Small business owners, startup founders, and HR teams drafting standard LOIs for acquisitions under $500K, partnerships, or senior hires","Free","15–30 minutes",{"best_for":453,"cost":454,"time":455},"Transactions above $500K, LOIs with complex contingencies, or situations where exclusivity terms are critical to protect","$200–$500 for a one-hour attorney review","1–2 days",{"best_for":457,"cost":458,"time":459},"Major acquisitions, multi-party transactions, cross-border deals, or regulated industries where the LOI terms are likely to be litigated","$1,000–$3,000+","3–7 days",[461,437,462,441,463,464,465,466,467,468,469,470],"memorandum-of-understanding-D12548","asset-purchase-agreement-D928","independent-contractor-agreement-D160","partnership-agreement-D12551","term-sheet-D473","checklist-customer-due-diligence-D13916","asset-purchase-agreement-for-a-retail-business-D931","joint-venture-agreement-D889","lease-agreement-D1179","employment-agreement_at-will-employee-D541",{"emit_how_to":472,"emit_defined_term":472},true,{"primary_folder":93,"secondary_folder":474,"document_type":475,"industry":476,"business_stage":477,"tags":478,"confidence":484},"equity-and-mergers","letter","general","all-stages",[479,480,481,482,483],"agreement","m-and-a","contract","legal","letter-of-intent",0.92,"\u003Ch2>What is a Letter of Intent?\u003C/h2>\n\u003Cp>A \u003Cstrong>Letter of Intent (LOI)\u003C/strong> is a formal written document that outlines the preliminary terms and mutual understanding between two parties before a binding contract is executed. It signals that both sides are serious about proceeding, documents the agreed-upon deal framework — including price, structure, conditions, and timeline — and establishes binding obligations around exclusivity and confidentiality while keeping the core deal terms non-binding until a definitive agreement is reached. LOIs are used across business acquisitions, commercial real estate transactions, strategic partnerships, and senior executive hiring, wherever the complexity of a deal warrants a documented checkpoint before investing in full legal drafting and due diligence.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a letter of intent, preliminary deal discussions remain informal and easily misremembered — each party walks away with a different version of what was agreed. That gap becomes expensive when legal fees and due diligence costs are already accumulating. An LOI locks in the deal framework early, prevents the other party from shopping the opportunity to competing buyers during negotiations, and gives both sides a written reference point if terms start to drift. It also demonstrates to lenders, boards, and advisors that a transaction is progressing with documented mutual commitment. This template gives you a professionally structured LOI you can complete in under 30 minutes, covering every material provision from proposed terms to expiration date.\u003C/p>\n",1778696261147]