LOI (letter of intent) (definition)
The pre-contract agreement setting headline price, structure, and exclusivity; mostly non-binding except where it binds hard.
A letter of intent is the agreement that frames an agency sale before definitive documents: headline price, structure, exclusivity, and process. Most of it is labeled non-binding; the exclusivity and confidentiality provisions bind immediately and are the buyer’s real prize.
Negotiating leverage peaks the moment before an LOI is signed. Once exclusivity starts, the competitive process stops, and every issue diligence surfaces becomes a one-way negotiation against the clock.
The practical rule: anything that matters economically (earn-out definitions, working capital treatment, employment terms, indemnification framework) is cheaper to fight for in the LOI than in the purchase agreement.