LETTER OF INTENT

Letter of Intent

A non-binding letter of intent between Northwind Studio and Acme Co outlining the proposed transaction and next steps toward a definitive agreement.

PREPARED FOR

Acme Co

PREPARED BY

Northwind Studio

DATE

August 18, 2026

Northwind Studio

LETTER OF INTENT

Parties and Purpose

This letter of intent (the "LOI") is entered into by Northwind Studio (the "Proposer") and Acme Co (the "Counterparty") to summarize the principal terms under discussion for the proposed transaction. Except where noted, this LOI is non-binding and is intended as a framework for negotiating a definitive agreement.

TRANSACTION

Services engagement

Nature of the proposed transaction as summarized below.

EXCLUSIVITY

30 days

Exclusive negotiation period from the date of last signature.

TARGET SIGNING

45 days

Target date for a signed definitive agreement.

Recitals

The parties have discussed a potential transaction and wish to record the principal terms so both teams can move to due diligence and drafting a definitive agreement. Nothing in this LOI creates a binding obligation to complete the transaction; the binding sections below are limited to confidentiality, exclusivity, expenses, and governing law.

Northwind Studio

LETTER OF INTENT

Proposed Terms

The proposed transaction is summarized across three areas. Detail will be worked out during due diligence and captured in the definitive agreement.

AREA 1 · STRUCTURE

Structure

Scope of what the Counterparty will receive from the Proposer, the delivery model, and the term. Structural details are subject to legal, tax, and diligence review before signing.

AREA 2 · ECONOMICS

Economics

Indicative fees, payment structure, and any performance-linked mechanics. Final amounts and payment schedule will be set out in the definitive agreement.

AREA 3 · CONDITIONS

Conditions and next steps

Completion of business, legal, and financial due diligence; board approval on each side where required; agreement of the definitive documents; and any regulatory notices needed to close the transaction.

Binding provisions

Each party keeps the other party's confidential information private during and after negotiations
Counterparty will negotiate exclusively with Proposer for 30 days from the date of last signature
Each party pays its own legal and advisory fees, regardless of whether the transaction closes
This LOI is governed by the law identified on the acceptance page
All other provisions are non-binding until the definitive agreement is signed

Non-binding: aside from the binding provisions above, this LOI does not commit either party to complete the transaction, and either party may end negotiations at any time by written notice.

Northwind Studio

LETTER OF INTENT

Indicative Economics

The figures below are indicative only. Final amounts, payment terms, and any adjustments will be set out in the definitive agreement.

Item	Rate	Qty	Amount
Base consideration	$125,000	1	$125,000
Performance-linked earn-out (year one)	$25,000	1	$25,000
Total			$150,000

Indicative Timeline

Milestone	Target	Owner
LOI countersigned	Day 0	Both parties
Due diligence complete	Day 30	Counterparty and advisors
Definitive agreement signed	Day 45	Both parties
Close	Day 60	Both parties

The exclusivity period lasts 30 days from the date of last signature and may be extended by mutual written agreement.

Northwind Studio

LETTER OF INTENT

Acceptance

Counter-sign below to acknowledge the terms above and start the exclusivity period. This LOI is valid for 30 days from the date on the cover.

TRANSACTION DESCRIPTION

Short description of the proposed transaction

GOVERNING LAW

e.g. State of Delaware

I understand this LOI is non-binding, except for the binding provisions listed above.

COUNTERPARTY

Sign here

Acme Co

PROPOSER

Sign here

Northwind Studio

About this template

The Letter of Intent Contract template is a five-page document for putting the arrangement on paper before it starts. It carries a cover, a parties and purpose page with stat cards, a scope or terms section broken into three tracks with obligations, a fees or reference table with a computed total, and an acceptance page with inputs and signatures.

It is intentionally simple: rename what needs renaming in Bonsai, adjust the terms to match your engagement, and set the numbers. Merge fields handle the party names and date, and the last page collects the details you asked for, an authorization checkbox, and both signatures.

Details

Format: Doc · 5 pages

Recipients: Client + Provider

Signature: Client + Provider

Merge fields: Sender, Receiver, Date

Letter of Intent Contract Template

Letter of Intent Contract Template