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Business & Commercial

Letter of Intent Template

A letter of intent (LOI) sets out the key terms the parties intend to agree, signalling commitment while the full contract is negotiated. Most terms are non-binding, but some, like confidentiality, can bind.

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What this letter of intent covers

When you need a letter of intent

The legal framework

Understanding the law behind a letter of intent helps you use it well. Here is the key UK legislation that applies:

Law of contract — intention to create legal relations
A letter of intent isn't automatically binding or non-binding — its legal effect turns on the wording used and whether the parties showed a clear intention to be bound, not on any single statute.
RTS Flexible Systems v Molkerei Alois Müller [2010] UKSC 14
The leading case on when work carried out under a letter of intent, before a final contract is signed, can still create a binding agreement.
UK GDPR & Data Protection Act 2018
Apply if personal data is shared during negotiations.

Frequently asked questions

Is a letter of intent binding?

Usually mostly non-binding, but specific clauses such as confidentiality and exclusivity are often drafted to bind.

Why use one?

It builds momentum and clarity before the parties invest in negotiating a full agreement.

How Legal Lift helps

Answer a few plain-English questions and our AI generator produces a tailored letter of intent, ready to edit, download as PDF or Word. Every template is kept current with UK law, and our SRA-regulated solicitor partners are available if you'd like it reviewed.

This page explains the law in general terms to help you understand your letter of intent. It is information, not legal advice. For guidance on your specific circumstances, our SRA-regulated solicitor partners are here to help.

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