Letter of Intent - Standard by Common Paper
Updated 17 October 2025
This Letter of Intent (LOI) template outlines a non-binding agreement between a Provider and a Customer, expressing their mutual intention to work together on a product. It details aspects like product functionality, fees, and launch date, with the exception of a binding confidentiality clause. The LOI serves as a preliminary step towards a more comprehensive, binding Definitive Agreement.
Interpreting help text
[Yellow highlighted text in brackets] indicates a field or area where you can enter your own text or customizations.
[Gray highlighted, italicized text in brackets] indicates information about how to use or complete a particular variable.
Optional details
The following sections are optional: Functionality, Fees, and Launch Date. If you’d like to include these details in the LOI, customize them as appropriate. If you do not want to include any of these details, delete the section(s) you wish to omit.
How to set up an agreement
Review the agreement, including the linked Standard Terms.
Review each variable on the Cover Page and fill in your details. Don’t forget to enter your company’s information in the signature block at the end.
Delete any optional sections or details that do not apply to you. Remember to delete all Confidentiality options except for the one you’ll be using.
Delete all [informational text].
Remove this first page.
Send to your counterparty for review and signature.
Letter of Intent
This non-binding letter of intent ("LOI") expresses our mutual excitement and intention to work together as detailed below. Final details, terms, and conditions will be as mutually agreed in a separate, binding agreement ("Definitive Agreement"). This LOI is meant to assist our negotiation of the Definitive Agreement. As such, this LOI is non-binding and no liability nor obligation is intended to be created between either of us, except for the portion called Confidentiality. This LOI does not require either of us to enter into a Definitive Agreement nor does it preclude the Definitive Agreement from including additional provisions.
Our current intentions are as follows:
Product
We, the Provider identified below, will make available [ enter name of the product ] ("Product") to you, the Customer identified below.
Functionality
The Product will [ description of what the Product will do ].
Fees
You, the Customer, will pay us [ include description of fees ] for access to the Product.
Launch Date
We expect the Product to be ready on or around [ anticipated access / launch date ].
[There are 5 different options to address confidentiality. Select the one that works for your situation and delete the others. The options are:
Option 1. Mutual, written directly in the LOI, and with the ability to share the LOI with investors or for M&A discussions
Option 2. Incorporating an existing NDA and with the ability to share the LOI with investors or for M&A discussions
Option 3. One-way (protective of Provider) written directly in the LOI
Option 4. Mutual, written directly in the LOI, without explicit ability to share the LOI with investors or for M&A discussions
Option 5. Incorporating an existing NDA but without explicit ability to share the LOI with investors or for M&A discussions]
Confidentiality
[Option 1 – Mutual] We each have or may disclose information about our company that is confidential or proprietary in nature or that should be reasonably understood as confidential or proprietary due to its nature and the circumstances of its disclosure ("Confidential Information"). Neither of us will (a) use the other's Confidential Information; nor (b) disclose the other's Confidential Information to anyone else except as required by applicable law. In addition, we each will protect the other's Confidential Information using at least the same protections that we use for our own similar information but no less than a reasonable standard of care. However, Provider may share this LOI and its terms with prospective investors or in the context of a potential corporate merger or acquisition.
[Option 2 – Incorporating existing NDA] We previously entered into a mutual non-disclosure agreement dated [ date of NDA ], which is incorporated by reference. This LOI and the details in it are each of our Confidential Information subject to the NDA. However, Provider may share this LOI and its terms with prospective investors or in the context of a potential corporate merger or acquisition.
[Option 3 – One-way] We, the Provider, have or may disclose information about our company that is confidential or proprietary in nature or that should be reasonably understood as confidential or proprietary due to its nature and the circumstances of its disclosure ("Confidential Information"). You, the Customer, will not (a) use our Confidential Information; nor (b) disclose our Confidential Information to anyone else except as required by applicable law. In addition, you will protect our Confidential Information using at least the same protections that you use for your own similar information but no less than a reasonable standard of care. For clarity, we, the Provider, may share this LOI and its terms with prospective investors or in the context of a potential corporate merger or acquisition.
[Option 4 – Mutual (no disclosure to investors or acquirers)] We each have or may disclose information about our company that is confidential or proprietary in nature or that should be reasonably understood as confidential or proprietary due to its nature and the circumstances of its disclosure ("Confidential Information"). Neither of us will (a) use the other's Confidential Information; nor (b) disclose the other's Confidential Information to anyone else except as required by applicable law. In addition, we each will protect the other's Confidential Information using at least the same protections that we use for our own similar information but no less than a reasonable standard of care.
[Option 5 – Incorporating existing NDA (no disclosure to investors or acquirers)] We previously entered into a mutual non-disclosure agreement dated [ date of NDA ], which is incorporated by reference. This LOI and the details in it are each of our Confidential Information subject to the NDA.
By signing this LOI, each party acknowledges their intent as outlined in the LOI and agrees to the confidentiality terms.
CUSTOMER: [provider official name] | CUSTOMER: [customer official name] | |
Signature | [provider signature] | [customer signature] |
Print Name | [provider name] | [customer name] |
Title | [provider title] | [customer title] |
Contact Address | [provider address] | [customer address] |
Date | [date provider signed] | [date customer signed] |
About this template
What is this template?
Letter of Intent - Standard by Common Paper is a free, ready-to-use Commercial law template you can open, customize, and download on GitLaw. It gives you a professionally structured starting point, so you never have to draft from a blank page. The wording is plain and modern, organized into clear sections that are easy to read, edit, and adapt to your own situation before you share or sign it.
When should you use it?
Reach for this Commercial law template whenever you need a reliable agreement quickly and want to be sure the essentials are covered. It suits individuals, freelancers, startups, and established businesses alike. Instead of paying for a document drafted from scratch, you can start here, tailor the details to your arrangement, and have a polished draft ready in minutes. Always review the final wording against the laws that apply where you live or do business.
What's typically included?
A well-drafted Commercial law usually sets out the parties involved, the scope of the agreement, and each side's rights and responsibilities. Expect sections covering key terms and definitions, how long the agreement lasts, how it can be ended, and what happens if something goes wrong. This template brings those building blocks together in a sensible order, so you can focus on the specifics rather than worrying about what to include. Open it to read the full document, then sign up to edit, negotiate, and e-sign it directly in GitLaw.