Letter of intent template

Fully editable with standard terms and clauses. Send and e-sign it online.

Letter of intent template

Fully editable with standard terms and clauses. Send and e-sign it online.


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First Name
Last Name
Acme LLC.
First Name
Last Name
Corporation Corp.
First Name
Last Name
Acme LLC.
First Name
Last Name
Corporation Corp.

Letter of intent template

Fully editable with standard terms and clauses. Send and e-sign it online.

Letter of intent template

Fully editable with standard terms and clauses. Send and e-sign it online.

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Date: March 8th 2023



Acme LLC.

Corporation Corp.

This Contract is between Client (the "Client") and Acme LLC, a California limited liability company (the "Coach").

The Contract is dated January 23, 2023.


1.1 Project. The Client is hiring the Coach to develop a coaching relationship between the Client and Coach in order to cultivate the Client's personal, professional, or business goals and create a plan to achieve those goals through stimulating and creative interactions with the ultimate result of maximizing the Client's personal or professional potential.

1.2 Schedule. The Coach will begin work on February 1, 2023 and will continue until the work is completed. This Contract can be ended by either Client or Coach at any time, pursuant to the terms of Section 4, Term and Termination.

The Coach and Client will meet by video conference, 4 days per month for 2 hours.

1.3 Payment. The Client will pay the Coach an hourly rate of $150. Of this, the Client will pay the Coach $500.00 (USD) before work begins.

1.4 Expenses. The Client will reimburse the Coach's expenses. Expenses do not need to be pre-approved by the Client.

1.5 Invoices. The Coach will invoice the Client in accordance with the milestones in Section 1.3. The Client agrees to pay the amount owed within 15 days of receiving the invoice. Payment after that date will incur a late fee of 1.0% per month on the outstanding amount.

1.6 Support. The Coach will not be available by telephone, or email in between scheduled sessions.


- A coaching relationship is a partnership between two or more individuals or entities, like a teacher-student or coach-athlete relationship. Both the Client and Coach must uphold their obligations for the relationship to be successful.

- The Coach agrees to maintain the ethics and standards of behavior established by the International Coaching Federation (ICF).

- The Client acknowledges and agrees that coaching is a comprehensive process that may explore different areas of the Client's life, including work, finances, health, and relationships.

- The Client is responsible for implementing the insights and techniques learned from the Coach.


3.1 Overview. This section contains important promises between the parties.

3.2 Authority To Sign. Each party promises to the other party that it has the authority to enter into this Contract and to perform all of its obligations under this Contract.

3.3 Coach Has Right To Give Client Work Product. The Coach promises that it owns the work product, that the Coach is able to give the work product to the Client, and that no other party will claim that it owns the work product. If the Coach uses employees or subcontractors, the Coach also promises that these employees and subcontractors have signed contracts with the Coach giving the Coach any rights that the employees or subcontractors have related to the Coach's background IP and work product.

3.4 Coach Will Comply With Laws. The Coach promises that the manner it does this job, its work product, and any background IP it uses comply with applicable U.S. and foreign laws and regulations.

3.5 Work Product Does Not Infringe. The Coach promises that its work product does not and will not infringe on someone else's intellectual property rights, that the Coach has the right to let the Client use the background IP, and that this Contract does not and will not violate any contract that the Coach has entered into or will enter into with someone else.

3.7 Client-Supplied Material Does Not Infringe. If the Client provides the Coach with material to incorporate into the work product, the Client promises that this material does not infringe on someone else's intellectual property rights.


This Contract is ongoing until it expires or the work is completed. Either party may end this Contract for any reason by sending an email or letter to the other party, informing the recipient that the sender is ending the Contract and that the Contract will end in 7 days. The Contract officially ends once that time has passed. The party that is ending the Contract must provide notice by taking the steps explained in Section 9.4. The Coach must immediately stop working as soon as it receives this notice unless the notice says otherwise.

If either party ends this Contract before the Contract automatically ends, the Client will pay the Contractor for the work done up until when the Contract ends. The following sections don't end even after the Contract ends: 3 (Representations); 6 (Confidential Information); 7 (Limitation of Liability); 8 (Indemnity); and 9 (General).


The Client is hiring the Coach as an independent contractor. The following statements accurately reflect their relationship:

- The Coach will use its own equipment, tools, and material to do the work.

- The Client will not control how the job is performed on a day-to-day basis. Rather, the Coach is responsible for determining when, where, and how it will carry out the work.

- The Client will not provide the Coach with any training.

- The Client and the Coach do not have a partnership or employer-employee relationship.

- The Coach cannot enter into contracts, make promises, or act on behalf of the Client.

- The Coach is not entitled to the Client's benefits (e.g., group insurance, retirement benefits, retirement plans, vacation days).

- The Coach is responsible for its own taxes.

- The Client will not withhold social security and Medicare taxes or make payments for disability insurance, unemployment insurance, or workers compensation for the Coach or any of the Coach's employees or subcontractors.


6.1 Overview. This Contract imposes special restrictions on how the Client and the Coach must handle confidential information. These obligations are explained in this section.

6.2 The Client's Confidential Information. While working for the Client, the Coach may come across, or be given, Client information that is confidential. This is information like customer lists, business strategies, research & development notes, statistics about a website, and other information that is private. The Coach promises to treat this information as if it is the Coach's own confidential information. The Coach may use this information to do its job under this Contract, but not for anything else. For example, if the Client lets the Coach use a customer list to send out a newsletter, the Coach cannot use those email addresses for any other purpose. The one exception to this is if the Client gives the Coach written permission to use the information for another purpose, the Coach may use the information for that purpose, as well. When this Contract ends, the Coach must give back or destroy all confidential information, and confirm that it has done so. The Coach promises that it will not share confidential information with a third party, unless the Client gives the Coach written permission first. The Coach must continue to follow these obligations, even after the Contract ends. The Coach's responsibilities only stop if the Coach can show any of the following: (i) that the information was already public when the Coach came across it; (ii) the information became public after the Coach came across it, but not because of anything the Coach did or didn't do; (iii) the Coach already knew the information when the Coach came across it and the Coach didn't have any obligation to keep it secret; (iv) a third party provided the Coach with the information without requiring that the Coach keep it a secret; or (v) the Coach created the information on its own, without using anything belonging to the Client.

6.3 Third-Party Confidential Information. It's possible the Client and the Coach each have access to confidential information that belongs to third parties. The Client and the Coach each promise that it will not share with the other party confidential information that belongs to third parties, unless it is allowed to do so. If the Client or the Coach is allowed to share confidential information with the other party and does so, the sharing party promises to tell the other party in writing of any special restrictions regarding that information.


Neither party is liable for breach-of-contract damages that the breaching party could not reasonably have foreseen when it entered this Contract.


8.1 Overview. This section transfers certain risks between the parties if a third party sues or goes after the Client or the Coach or both. For example, if the Client gets sued for something that the Coach did, then the Coach may promise to come to the Client's defense or to reimburse the Client for any losses.

8.2 Client Indemnity. In this Contract, the Coach agrees to indemnify the Client (and its affiliates and their directors, officers, employees, and agents) from and against all liabilities, losses, damages, and expenses (including reasonable attorneys' fees) related to a third-party claim or proceeding arising out of: (i) the work the Coach has done under this Contract; (ii) a breach by the Coach of its obligations under this Contract; or (iii) a breach by the Coach of the promises it is making in Section 3 (Representations).

8.3 Coach Indemnity. In this Contract, the Client agrees to indemnify the Coach (and its affiliates and their directors, officers, employees, and agents) from and against liabilities, losses, damages, and expenses (including reasonable attorneys' fees) related to a third-party claim or proceeding arising out of a breach by the Client of its obligations under this Contract.


9.1 Assignment​. This Contract applies only to the Client and the Coach. Neither the Client nor the Coach can assign its rights or delegate its obligations under this Contract to a third-party (other than by will or intestate), without first receiving the other's written permission.

9.2 Arbitration. As the exclusive means of initiating adversarial proceedings to resolve any dispute arising under this Contract, a party may demand that the dispute be resolved by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules.

9.3 Modification; Waiver. To change anything in this Contract, the Client and the Coach must agree to that change in writing and sign a document showing their contract. Neither party can waive its rights under this Contract or release the other party from its obligations under this Contract, unless the waiving party acknowledges it is doing so in writing and signs a document that says so.

9.4. Noticies.

(a) Over the course of this Contract, one party may need to send a notice to the other party. For the notice to be valid, it must be in writing and delivered in one of the following ways: personal delivery, email, or certified or registered mail (postage prepaid, return receipt requested). The notice must be delivered to the party's address listed at the end of this Contract or to another address that the party has provided in writing as an appropriate address to receive notice.

(b) The timing of when a notice is received can be very important. To avoid confusion, a valid notice is considered received as follows: (i) if delivered personally, it is considered received immediately; (ii) if delivered by email, it is considered received upon acknowledgement of receipt; (iii) if delivered by registered or certified mail (postage prepaid, return receipt requested), it is considered received upon receipt as indicated by the date on the signed receipt. If a party refuses to accept notice or if notice cannot be delivered because of a change in address for which no notice was given, then it is considered received when the notice is rejected or unable to be delivered. If the notice is received after 5:00pm on a business day at the location specified in the address for that party, or on a day that is not a business day, then the notice is considered received at 9:00am on the next business day.

9.5 Severability. This section deals with what happens if a portion of the Contract is found to be unenforceable. If that's the case, the unenforceable portion will be changed to the minimum extent necessary to make it enforceable, unless that change is not permitted by law, in which case the portion will be disregarded. If any portion of the Contract is changed or disregarded because it is unenforceable, the rest of the Contract is still enforceable.

9.6 Signatures. The Client and the Coach must sign this document using Bonsai's e-signing system. These electronic signatures count as originals for all purposes.

9.7 Governing Law. The validity, interpretation, construction and performance of this document shall be governed by the laws of the United States of America.

9.8 Entire Contract. This Contract represents the parties' final and complete understanding of this job and the subject matter discussed in this Contract. This Contract supersedes all other contracts (both written and oral) between the parties.



Acme LLC.

Corporation Corp.
Table of contents

An LOI is a non-binding document between two (2) parties that sets forth the intent to undertake the same contract in a more formal state at a later time. A formal contract will be based on the "intent" of the parties expressed in the letter. It is advisable to include a clause stating whether the document is binding or non-binding to avoid legal issues. Otherwise, a court may deem any of the terms in the letter enforceable and binding.

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Letter of Intent - What is it?

An agreement is reached with a letter of intent before a more advanced contract is drafted. Letters of intent are common in the business community. The letter of intent is usually nonbinding, but still contains the expectation that both parties will follow up and negotiate honestly. The parties must sign a binding written contract by a certain date, such as thirty (30) days.

Do Letters of Intent have legal force?

A letter of intent is only legally binding if it's included in the agreement. In other words, a clause in the letter of intent typically states that a formal agreement will not be binding until a certain time has passed.

Binding vs Non-Binding LOI

  • Binding – This means that the letter of intent can be enforced in the same way as any other contract.
  • Non-Binding – This means the letter of intent will not be legally binding, but represents only a symbolic gesture that the parties intend to create a formal agreement at a later date.

The Letter of Intent: How Does It Work?

The first step is to negotiate between the parties

Any agreement will need to be negotiated between the parties. An intent letter may be drafted after the main details have been determined, such as the price or method of payment for services.

Writing the Letter of Intent is step two

An intent letter may be made when enough details are agreed upon. Incorporate as many of the agreed-upon items as possible.

  • Binding letters should contain the same terms as standard agreements if they are enforceable.
  • In a non-binding letter, the main terms, such as payment or compensation, should be included. The remainder of the agreement will be drawn up later.

The third step is to complete the transaction

Either finalize the deal or convert the letter of intent into a binding contract. Each party has a responsibility to continue the transaction in 'good faith’ with the other.

Writing Instructions

Step 1: Obtain your Letter of Intent

Review the available Letter Of Intent templates and forms by clicking on the blue buttons for its preview or by clicking the links on this page. It can be edited in Word or PDF.

Step 2 - Provide the return address for this correspondence

Start by opening the first page of your Letter of Intent Template. It is expected that official letters will display a return address where responses can be sent by mail if necessary. The left-hand side of the letter has several lines reserved for displaying the return address.

Step 3 - Date this letter

Adding a specific date to the letter as the first date becomes a useful document between the Sender and recipient is the second area to be addressed. Use the two lines following the phrase "Effective Date" to note the concerned calendar date.

Step 4 - Determine Who Will Receive The Letter

There will also need to be a recipient name added to the header. This presentation will take up three lines. The first line must have the recipient's name, and then the next three lines will need the recipient's address.

Step 5: Display The Topic Of The Letter

In addition, attaching a definitive subject is a good idea as a matter of protocol and record-keeping. This blank line following the abbreviation "RE" (referring to) is intended to capture the general topic of this letter. Upon reporting this topic, this letter will contain the name of the Sender, the date the document becomes active, the name of the recipient, and (with this last entry) the topic of discussion.  

Step 6 - Indicate the durability of the letter

In the first paragraph, there are two checkboxes to be reviewed. If the purpose of this document is to bind its Participants to its contents without further review and judgment by a court (because that is what will be considered in court automatically), the binding checkbox should be selected. Mark the "Non-Binding" checkbox, however, if this document is intended as a guide for its Participants and would require the courts to review and decide whether compliance is warranted.

Step 7 – Introduce The Buyer

It is necessary to identify each participant in the transaction. A predetermined sum of cash will be submitted to the Seller of tangible and intangible property by an individual or business entity referred to as the Buyer in the first paragraph beneath the introduction ("I. The Buyer''). The next line of this statement contains two blank spaces. Detailed information about the Buyer's building, street, and unit number should be included in the address for correspondence regarding this letter. On the second blank space, enter the city where the address can be found. In the final blank space of this statement, it seeks the zip code designated for the address in question.

Step 8 - Name the vendor

In addition to the current owner, the seller will have to provide solid proof of his or her identity. Continue to the next section ("II. The Seller") and write the full name of the property's seller on the first blank line. The second and third lines of the seller's article will require the building number, street, unit, and city where mail should be sent. The last line needs the state where mail will be delivered.

Step 9 - Document the payment details

It is of great importance that the buyer clearly states how much they intend to pay for the goods and/or services the seller can provide in the third article of this letter. There is a space set to present this dollar amount after the words "...Pay The Seller The Amount Of". To the left of the word "Dollars," enter the dollar amount you intend to submit to the Seller, and in the second place in parenthesis, enter a numerical value of that amount.

An exact description of the seller product or service the Buyer is interested in is listed on the third empty line. In the empty line below "... In Exchange For" and the parentheses label "(Goods/Services)," add a brief description of what the Buyer is buying.

Step 10 - Define the intended payment terms

A clear definition of the payment terms is necessary for it to be submitted. It is designated by the letter "IV.". Under the title "Payment", three checkbox options are offered. All parties will need to be able to agree on one of these before this definition becomes solid. It is recommended to mark "At A Later Date," "Signing," and "Other" if a specific payment date has been discussed or will be considered reasonable by both parties. 'Signing' should be your choice if this is not the case.

Payment dates need to be named if they'll be set. Two options are provided within this choice, but only one may be selected. On the lines provided, enter the payment date if a specific date is to be mentioned here. Check the second checkbox if a formal contract will be in place to determine the payment date. A formal agreement will determine the payment date in the example below.

If both parties have agreed to submit payment at the time of signing, then mark the box labeled "Signing" and the first check box that follows (see below). If not, then check "Another Formal Agreement.". Defining how the Buyer will pay you directly is necessary if payment is not made "at a later date" or at the time of signing. In such a case, check the "Other" checkbox and write down the date on the blank line after the word "Other.".

Step 11 - Discuss The Deposit Status Affecting The Purchase Of The Property Or Service

Buyers want assurance that the seller is serious. This is especially true if significant value is to be exchanged. For this reason, Section V. Deposits addresses this subject. There are two checkbox statements presented here, one of which needs to be chosen to define this status correctly. The first checkbox must be checked if a deposit is required.

Additionally, the dollar amount for the deposit must be written on the line following the word "Dollars." Return to the parentheses and re-enter the dollar amount numerically. As soon as a deposit is determined, it is crucial to clarify whether it is refundable or not. There is only one option. Thus if the deposit is “Refundable” indicate this by checking either the “Refundable” checkbox or recording the terms of the deposit refund.

If the transaction resulting in this letter is canceled, you can check the "Non-Refundable" box in order to document that the Seller is not required to return the money. By selecting the box labeled "Deposit Not Required," a buyer will be released from the obligation to provide any deposit amount but will still be bound by all the remaining obligations.

Step12 - Indicate In Case Financing Is Required

The purchase of some items requires financing. The Buyer can use that source of money to ensure the Seller is paid. There will be a need for this assurance in most transactions where the asking price of the property (tangible or intangible) is high enough that the seller requires it. Check the box labeled "Conditional Upon Financing" if this transaction can only occur if the Buyer is able to secure financing.

There must be some framework for how financing can take place. When the buyer cannot meet future payments, the seller may only require a letter of financial support to prove that he or she has attempted and likely will obtain financing.

Step 13 - Display The Applied Jurisdiction

If this letter of intent is binding, it may also be non-binding. The state holding the "Governing Law" over the document should be defined regardless of its status. Fill in the blank space following the words "...Under The Laws By The State Of." with its name.  

Step 14 - Ask the seller to sign an acknowledgment of your intention to transact

With the definitions provided, it will be time to execute the letter by signature. Otherwise, there is no legal basis for this letter. At the end of this letter, the seller must locate the "Seller's Signature" section. The seller should sign their names on the "Seller's Signature" line and indicate the "Date" of their signature. Upon signing and dating this letter, the seller must print their name below the "Print Name" field.

Step 15 - Delivery of the buyer's signature to validate the purchase agreement

labelledIn the final section, you need to pay attention to the "Buyer" signature. If the Buyer intends to buy the Seller's property or services, he or she must sign the "Buyer's Signature" line and indicate the current "Date" line immediately after signing their name. Upon signing this paperwork, the Buyer should provide the printed version of his or her name on the "Print Name" line to verify who is signing.

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