LETTER OF INTENT TEMPLATE - Bootstrapper.com
Educational template only, not legal advice. Have a qualified lawyer review and adapt before use.
Source: https://bootstrapper.com/letter-of-intent/

[BUYER NAME / ENTITY]
[Address] | [Email] | [Date]

[SELLER NAME]
[Business legal name]
[Address]

RE: Non-binding letter of intent to acquire [Business Name]

Dear [Seller],

Thank you for the information and time you have shared. This letter sets out
the principal terms on which [Buyer] ("Buyer") proposes to acquire [Business
Name] (the "Business") from [Seller] ("Seller").

1. Structure. Buyer proposes to acquire substantially all of the operating
   assets of the Business [OR: 100% of the shares/membership interests of
   (Entity)], free of liens, on a cash-free, debt-free basis.

2. Purchase price. $[amount], based on [trailing twelve-month SDE/EBITDA] of
   $[amount] as presented by Seller.

3. Consideration.
   a. Cash at closing: $[amount].
   b. Seller note: $[amount] at [rate]% interest, amortized over [x] years,
      [with/without] a balloon at [y] years, subordinated to senior lender
      requirements [and subject to standby terms required by the lender].
   c. [Earnout: up to $[amount] payable if (metric) exceeds (target) during
      (period), measured as (definition).]

4. Working capital. The Business will be delivered with normalized net working
   capital of $[amount] [or: inventory of at least $[amount] at cost].

5. Financing. Closing is subject to Buyer obtaining [SBA 7(a) / bank /
   investor] financing on terms acceptable to Buyer.

6. Due diligence. Seller will provide reasonable access to books, records,
   contracts, employees, customers (at an agreed stage) and premises. Buyer
   expects to complete due diligence within [x] days of signing.

7. Transition. Seller will provide up to [x] weeks of full-time and [x] months
   of part-time transition support [at no additional cost / at $(amount)].

8. Employees. Buyer intends to offer employment to [key staff/all staff] on
   substantially similar terms, subject to due diligence.

9. Restrictive covenants. Seller agrees to a [x]-year non-compete within
   [territory] and non-solicitation of customers and employees, to the extent
   enforceable under applicable law.

10. Conditions. Closing is subject to: a definitive purchase agreement;
    satisfactory due diligence; financing; landlord consent to lease
    assignment [or new lease]; transfer of [licences/permits/key contracts].

11. Exclusivity (binding). For [x] days from signing, Seller will not solicit,
    negotiate or accept any offer for the Business or its assets from anyone
    other than Buyer.

12. Confidentiality (binding). Both parties will keep the terms of this letter
    and all information exchanged confidential.

13. Expenses (binding). Each party pays its own costs.

14. Non-binding nature. Except for sections 11, 12, 13 and this section 14,
    this letter is not binding. A binding obligation will arise only on
    signing a definitive purchase agreement. Governing law: [jurisdiction].

15. Expiration. This offer expires if not signed by [date].

Sincerely,
[Buyer signature, name, title]

Accepted and agreed:
[Seller signature, name, title, date]