How to Write a Letter of Intent (with Examples)

What Is a Letter of Intent?

A letter of intent (LOI) is a document that declares one party's intention to enter into an agreement or relationship with another. It sets out the broad terms of a proposed deal, job, admission, or partnership before a formal, binding contract is drawn up. Think of it as a serious handshake in writing: it signals commitment and outlines expectations, but it is usually not fully binding on its own.

People write letters of intent in many contexts — business acquisitions, real-estate deals, university admissions, job applications, and vendor partnerships. Knowing how to write a letter of intent that is clear and professional helps you set the right tone from the very first exchange. You can also start from a structured letter of intent template and adapt it to your situation.

Letter of Intent vs. a Contract

The two are easy to confuse, so here is the practical difference:

Some clauses within an LOI — such as confidentiality or exclusivity — can be made binding even when the overall document is not. Because this varies by jurisdiction and by how the letter is worded, it is wise to have a lawyer review anything with financial stakes.

Key Sections of a Letter of Intent

A strong LOI follows a predictable structure. Include these elements:

• Header — your name/company, date, and the recipient's details.
• Opening statement — a direct declaration of your intent.
• Background & purpose — why you are writing and what you propose.
• Key terms — price, timeline, scope, or conditions at a high level.
• Contingencies — what must happen for a final deal (due diligence, approvals).
• Confidentiality / exclusivity — if applicable.
• Non-binding clause — clarifying which parts are or are not binding.
• Closing & signature — a call to action and space to sign.

How to Write a Letter of Intent, Step by Step

1. Open with your intent. State plainly that you intend to buy, hire, partner, or enroll. Do not bury the lead.
2. Give context. Briefly explain who you are and why this deal makes sense.
3. Outline the core terms. Cover the essentials — amount, timeframe, and scope — without drafting the full contract.
4. List contingencies. Note the conditions that must be met, such as financing, inspections, or board approval.
5. Clarify what is binding. Explicitly state whether the letter is binding, and flag any clauses that are.
6. Close with next steps. Invite the recipient to respond or sign by a certain date.

Letter of Intent Example (Business)

Here is a short, generic example you can adapt:

Dear Ms. Rao,

This letter expresses the intent of Northwind Supplies Pvt. Ltd. to purchase the packaging division of your company, Greenfield Foods, for an approximate consideration of the range we discussed on 12 July. This letter outlines the principal terms and is intended as a basis for negotiating a definitive agreement.

The proposed transaction is subject to satisfactory due diligence, board approval, and the execution of a final purchase agreement. During negotiations, both parties agree to keep the terms confidential. Except for the confidentiality provision, this letter is non-binding and creates no obligation to complete the transaction.

We look forward to your response and hope to proceed to a formal agreement by the end of the month.

Sincerely,
Arjun Mehta, Director, Northwind Supplies Pvt. Ltd.

Tips for a Persuasive LOI

• Keep it to one or two pages — an LOI is a summary, not a novel.
• Use plain, confident language and avoid vague filler.
• Be specific enough to be useful, but leave room to negotiate details.
• Always date the letter and set a response deadline.
• Proofread carefully; typos undercut the professional impression.

When You Need Something More Formal

If your discussions have already matured, you may be better served by a full agreement rather than an LOI. Browse the wider collection of business letter templates to find the right document for each stage, from first contact to signed contract.

Final Thoughts

A well-written letter of intent moves a conversation forward, aligns expectations, and demonstrates that you are serious. Remember that this guide is general information rather than legal advice, and that whether an LOI is binding depends on its wording and your local laws. For any deal with meaningful money or risk involved, have a qualified professional review your draft before you send it.