Non-binding Letter of Intent

This Non-binding Letter of Intent is used to set out the basis for a possible purchase of a company’s shares on an explicitly non-binding basis. It is similar in purpose to heads of terms, in that it records the parties’ common understanding of the principal deal points.

This template is drafted as a letter and is intended to be a flexible, early-stage proposal. It is drafted to be completely non-binding, with no exclusivity period and with confidentiality not made binding.

What does Non-binding Letter of Intent do?

It records the key points of a proposed share purchase in a non-binding form, to help structure discussions and clarify intent at an early stage.

What does Non-binding Letter of Intent cover?

• A written outline of the proposed share purchase and the parties’ intentions.
• A non-binding framework for early discussions, drafted as an initial proposal rather than agreed heads of terms.
• Confirmation that the letter is non-binding, with no exclusivity period and no binding confidentiality provisions.

When should you use Non-binding Letter of Intent?

• You are in the early stages of discussions and want a flexible, non-binding document to capture key points.
• You do not want to include an exclusivity period or binding confidentiality terms at this stage.

Choose the right version

If you prefer a more structured starting point (and where it is common for some provisions to be legally binding), see Heads of Terms (Share Sales).

Non-binding Letter of Intent is part of Corporate. Just £38.50 + VAT provides unlimited downloads from Corporate for 1 year.