# What a letter of intent binds you to

> In Acquire.com's own LOI template the price does not bind anyone, while the no-shop clause does. How long exclusivity runs, what it costs the seller, and what to ask for in return.

Source: https://dealstonic.com/letter-of-intent-app-saas-sale/
Author: Andrew Levenko, Off-market M&A
Publisher: Deals Tonic, off-market M&A for apps and SaaS from $20K in monthly revenue
Updated: 2026-09-24

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.

## 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.

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.