Gera Tools

Letter of Intent (LOI) Builder

Draft a non-binding LOI for a business deal, property, or partnership

Draft a letter of intent outlining the key terms of a proposed transaction — the parties, subject matter, price, exclusivity, timeline, and which clauses are binding versus non-binding. Exports clean Markdown. Not legal advice.

Is a letter of intent legally binding?

Usually mostly non-binding by design, with a few exceptions. An LOI sets out the intended deal terms while the parties move toward a formal agreement. Common practice is to make only specific clauses — confidentiality, exclusivity, and the governing-law provision — binding, and to state clearly that the commercial terms are not. The wording matters, so have a lawyer confirm it.

Agree the headline terms before you spend on lawyers

A letter of intent is the moment a deal stops being a conversation and becomes a plan. It records what the parties intend — who, what, how much, by when — while leaving room to walk away if due diligence turns up problems. This builder lays out the standard LOI sections and, crucially, lets you mark which clauses are binding, since that distinction is what separates a useful LOI from an accidental contract.

How it works

You provide the deal details and the tool arranges them into a conventional LOI structure:

Parties      — buyer / seller (or both sides)
Subject      — the asset, business, or transaction
Price        — consideration, structure, any deposit
Exclusivity  — no-shop period (often binding)
Timeline     — due-diligence window, target closing
Binding flags— mark each clause binding / non-binding
Boilerplate  — confidentiality, governing law, expenses

The commercial terms — price, structure, the intent to close — are normally non-binding, so either side can exit if the deal sours. A small set of clauses is normally binding: confidentiality protects what gets shared, and exclusivity stops the seller shopping the deal while the buyer pays for diligence. The tool makes each section’s status explicit so the document says what you mean.

Tips and example

Keep the commercial terms clearly labelled non-binding and make only confidentiality and exclusivity binding — that is the standard split, and getting it wrong can turn an LOI into a contract you did not intend to sign. Set a realistic exclusivity window (30–90 days) tied to your diligence timeline, and name a target closing date to keep momentum. Be specific about the subject matter and the price structure (cash, earn-out, assumed debt) so there is no ambiguity later. This output is a starting draft only: the binding/non-binding wording turns on local law, so always have a solicitor or attorney review the LOI before anyone signs.