Between the offer and the contract
What a letter of intent binds you to
In the letter of intent template Acquire.com offers, the price does not bind anyone. Among its binding parts is the one that takes you off the market.
Mostly a proposal
An LOI sets out the price and the terms of a deal that the purchase agreement will later make real. Acquire's template says in capitals that nothing in it binds either party, apart from a short list of sections. Among them: who pays which expenses, no public announcement, exclusivity and the choice of Delaware law.
Everything else stays open until the purchase agreement is signed, and either side can walk away before then. The exclusivity period in the template, though, is counted from the date of the letter. The template also makes closing depend on the business running as usual in the meantime, with no material adverse change in it.
Acquire's LOI template, read with a pen
Lines from the letter of intent template Acquire.com links from its help for sellers. The pen marks which of them hold once you sign.
-
01
The aggregate consideration for the assets and business to be purchased would be
$[XXX]for 100% ownership.section 1(a): outside the binding list below -
02
Except for Sections 1(c) and 2 through 6, this letter of intent
does not constitute or create[…] any legally binding or enforceable obligation on the part of either party.what binds: 1(c) and sections 2 to 6, exclusivity among them -
03
You agree that for a period of
[ DILIGENCE DAYS ] daysafter the date hereof, you […] shall not initiate, solicit, encourage, directly or indirectly, or accept any offer or proposal.this one binds, and the number is yours to negotiate -
04
You and we will pay our
respective expensesincident to this letter of intent, the Purchase Agreement and the transactions contemplated hereby.your lawyer's bill stays yours if the deal dies -
05
Consummation of the acquisition would be subject to […] there having been no material adverse change in your business, financial condition or
prospects.a closing condition that reaches even prospects
Exclusivity
Accepting an LOI starts a period in which you cannot talk to other buyers. Acquire calls the clause one of the few binding parts of an LOI, one that could be enforced through a court injunction. While it runs, other buyers cannot bid, and Acquire notes that this may mean a lower price.
On Acquire.com the marketplace enforces it too. Other buyers lose access to your listing the moment you accept, and if you cancel the LOI later, all buyers who asked for access are notified that the business is no longer under offer. As Acquire puts it, they will all know you already cancelled one.
From the day you accept an LOI, you cannot talk to another buyer. Scroll, and the block melts through the exclusivity periods Acquire.com describes.
The day you sign. Other buyers lose access.
- What sellers can try for7 days
- Common, short end30 days
- Common, long end60 days
- Complex deals120 days
Acquire's own advice to sellers is to keep the period at 30 days or less, and to be careful with long exclusivity when the buyer is paying under $1M, since at that size it is usually not needed.
What to ask for in return
A short window is the first thing to negotiate. Acquire's articles name several more:
- a deadline for due diligence, with the right to take other offers if the buyer misses it
- an earnest-money deposit of maybe 1–2% of the price, non-refundable and credited at closing, which is more usual in real estate but works the same way
- limits on the buyer's access to your customers and staff during diligence
- a precise list of assets, if more than one product runs through the same company
Deals Tonic sells apps and SaaS from $20K a month off-market. We read every LOI with the founder before it is signed, since after signing the exclusivity clock is already running.
Sources: Acquire.com letter of intent template and help article "How to field acquisition offers", updated 24 February 2026. Acquire.com blog: "How to Evaluate a Letter of Intent (LOI) for the Acquisition of Your SaaS Startup" and "M&A Exclusivity Clauses: How They Work & What to Know", both updated 9 July 2026; "How to Negotiate a Letter of Intent (LOI)", 2023. None of this is legal advice. Checked 24 September 2026.
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Andrew Levenko
I run off-market M&A for online businesses: fintech, martech and consumer apps. Operator before that, scaled payments to $50M GMV. Based in the UAE.