About to buy a business, sell your assets, take on a partner, or shake hands on a deal — and you need it in writing before the lawyers draft the real contract? A letter of intent (LOI) — also called a memorandum of understanding (MOU), a term sheet, or a letter of intent to purchase — is the preliminary document two sides sign to lock in the shape of a deal: who the parties are, what's being bought or built, the price, the deposit, exclusivity, confidentiality, and — the part everyone gets wrong — whether any of it is actually binding. PaperKit builds the right one: pick the kind of deal — ASSET PURCHASE (buying a company's assets), BUSINESS ACQUISITION (buying the business itself), PARTNERSHIP / JOINT VENTURE (teaming up), or a GENERAL DEAL / MOU — then set the binding nature, which rewrites the operative language: NON-BINDING (an agreement to negotiate in good faith), NON-BINDING BUT EXCLUSIVITY & CONFIDENTIALITY BIND (the deal is open but the no-shop and NDA are enforceable), or fully BINDING (a binding term sheet). It lays in a light money recital — proposed price, deposit / earnest money, and balance at close — and every clause an LOI expects, each toggleable: the deal, the subject (assets / business / venture), price & consideration, structure & key terms, due diligence, exclusivity / no-shop (with a day count), confidentiality, the all-important binding-effect clause, expenses, a good-faith negotiation covenant, an expiration date, governing law and extra terms. It's self-drafted: the sender reviews and e-signs online, the recipient accepts and counter-signs on the signature line, and you download the clean PDF, with an optional notary block. (This is a template, not legal advice; whether an LOI binds turns on its exact language and the parties' conduct, and acquisition, securities and tax rules vary by deal and by state — confirm yours before relying on this form.)
The big lever — it decides how the deal section reads.
Business acquisition — the sender acquires the business itself (equity or the going concern).
The lever that rewrites the operative language — which clauses bind vs. an agreement-to-agree.
Non-binding, but exclusivity & confidentiality bind — the deal terms are open, but the no-shop and NDA are enforceable on signing.
Proposed price − deposit / earnest money = balance at close. Leave the price at 0 to omit the money recital.
Set the periods (in days) and the date the offer expires if not accepted.
The party sending the letter (buyer / offeror / initiating partner). You draft and e-sign; the recipient accepts and counter-signs.
The counterparty (seller / target / other partner). They accept and counter-sign on the signature line.
Turn off anything that doesn't apply. When the binding nature makes exclusivity & confidentiality binding, these two become enforceable.
A real, section-by-section letter of intent. The deal type reshapes the terms; the binding nature rewrites what binds. Publish to get a hosted link the sender can e-sign online.
$9/mo — remove the DRAFT watermark + “Made with PaperKit” badge, unlimited clean-PDF letters of intent, and Pro across every tool.
A letter of intent / MOU is a template for convenience, not legal advice. It is a preliminary document — whether its terms bind turns on the binding-effect language and the parties' conduct. Acquisition, securities, tax, employment and competition rules vary by deal and by state. PaperKit is not a law firm and records electronic execution via the signer's typed name; confirm your requirements before relying on this form.