For a seller, the Letter of Intent (LOI) is more than a formality—it’s your first real line of defense. A well-drafted LOI sets the tone, protects your leverage, and ensures that the buyer’s “interest” translates into a serious, structured offer. 

Here are the clauses every seller should insist on before moving forward.

Purchase Price & Structure:
Make sure the offer details are crystal clear—total price, payment breakdown, earnouts, and timing. Avoid vague language that lets buyers “revisit” valuation later.

Timeline & Milestones:
Set firm dates for due diligence, definitive agreement, and closing. Open-ended timelines are a recipe for buyer drift.

Exclusivity with Boundaries:
Limit exclusivity (30–60 days) and tie it to buyer performance. You shouldn’t be locked out of the market while a buyer drags their feet.

Confidentiality:
Your financials, clients, and employees must remain protected. Reinforce that the LOI does not grant permission to contact employees or customers.

Clear Binding vs. Non-Binding Terms:
Ensure only confidentiality and exclusivity are binding—nothing else. Protect yourself from premature legal exposure.

Key Conditions to Close:
Require buyer financing proof, regulatory readiness, and confirm they can close.

A strong LOI protects your position, preserves momentum, and filters out “tire kickers.” The best sellers don’t just sign—they set the terms.