Letter of Intent
Lock the deal direction before full contracts — LOIs drafted with the right binding/non-binding architecture.
- Deal Momentum Without Lock-In
- Binding Boundary Engineered
- Exclusivity Protected
What is Letter of Intent?
A Letter of Intent records that two parties intend to do a deal — acquisition, partnership, large supply contract, property transaction — and on what headline terms, before lawyers draft full agreements. Done right, it accelerates deals; done wrong, it accidentally binds you to terms you thought were still negotiable.
The legal craft lies in the binding/non-binding split: deal terms (price, structure) usually non-binding, while confidentiality, exclusivity, cost-sharing and governing law ARE binding. Indian courts look at substance and conduct, not labels — a sloppy LOI plus part performance can be enforced as a concluded contract.
Taxwapsi drafts LOIs with that boundary engineered explicitly: clear statements of intent, defined conditions to definitive agreements, binding-clause carve-outs, exclusivity windows with expiry, and walk-away rights — so your LOI creates momentum, not litigation.
Expert Pro Tip
Add an express clause that no binding obligation arises until definitive agreements are signed — and behave consistently with it. Indian courts have enforced "LOIs" where parties started performing as if the deal was done.
Choose Your Package
Transparent pricing — professional fee shown, government fees extra where noted.
Starter
Standard LOI for one transaction.
All Inclusive
Get StartedWhat you'll get
- Lawyer-drafted LOI
- Binding/non-binding architecture
- Exclusivity & confidentiality clauses
- 2 rounds of revisions
- 48-hour delivery
Standard
LOI + counterparty negotiation support.
All Inclusive
Get StartedWhat you'll get
- Everything in Starter
- Counterparty redline review
- Deal-structure consultation (30 min)
- Break-fee/cost clauses
- 3 rounds of revisions
Pro
LOI through definitive-agreement continuity.
All Inclusive
Get StartedWhat you'll get
- Everything in Standard
- Diligence checklist for the deal
- Term-comparison if competing offers
- Credit toward definitive agreement drafting
- Dedicated transaction lawyer
* Timelines depend on government processing. T&C apply.
Benefits of Letter of Intent
Deal Momentum Without Lock-In
Headline terms recorded and parties aligned, while full walk-away freedom on deal terms is preserved.
Binding Boundary Engineered
Confidentiality, exclusivity and costs bind; price and structure stay negotiable — stated expressly, not assumed.
Exclusivity Protected
No-shop windows with defined expiry so you invest in diligence without being shopped against.
Diligence Framework
Access, timelines and confidentiality for the investigation phase structured upfront.
Faster Definitive Drafting
A precise LOI cuts weeks from final-agreement negotiation — both sides already agreed the skeleton.
Works Across Deal Types
M&A, JVs, franchise, real estate, large supply/service engagements — same craft, tuned per deal.
How It Works — Step by Step
- 1
Deal BriefDay 1
Transaction, parties, headline terms and your sensitivities captured.
- 2
LOI DraftingDay 2
Intent, conditions, binding carve-outs, exclusivity and timelines drafted.
- 3
Review & RevisionsDay 3
Your review; counterparty comments handled (2 rounds included).
- 4
Execution GuidanceDay 4
Signing mechanics and conduct guidance so behaviour matches the non-binding intent.
Documents Required
Prepare your documents in the order below — start with Document 1 and move down the list.
Party Details
- 1
Party Names & EntitiesRequired
Legal identities of both sides.
- 2
Authorised SignatoriesRequired
Who signs for each party.
Deal Details
- 3
Headline Terms AgreedRequired
Price/structure/scope discussed so far.
- 4
Timeline ExpectationsRequired
Diligence period, exclusivity window, target signing date.
- 5
Sensitive PointsIf applicable
What you must keep open vs lock — drives the binding split.
Frequently Asked Questions
Is a Letter of Intent legally binding?
Parts of it should be (confidentiality, exclusivity, costs, governing law) and parts should not (deal terms) — and the document must say which is which. Without that split, Indian courts examine language and conduct; LOIs have been enforced as contracts where parties acted on them. The architecture is the product.
LOI vs MOU vs Term Sheet — what is the difference?
Largely naming convention: all record pre-contract intent. "Term sheet" dominates investment deals, "LOI" in M&A/commercial deals, "MOU" in collaborations and government contexts. What matters is identical in each: binding/non-binding clarity, conditions, and exit rights — which we draft regardless of the label.
What should an exclusivity (no-shop) clause contain?
Defined duration (30–90 days typical), what is prohibited (soliciting, negotiating, sharing information with others), automatic expiry, and consequences of breach. Open-ended exclusivity is a trap for sellers; absent exclusivity wastes buyers' diligence spend — the balance is negotiated, then drafted tight.
Can I walk away after signing an LOI?
From non-binding deal terms — yes, that is the point (reputation aside). But binding clauses survive: breaching exclusivity or confidentiality has consequences, and some LOIs include break fees. We make your real exit position explicit before you sign.
Does an LOI need stamp duty?
A genuinely non-binding LOI typically attracts only nominal agreement-level duty if any; the moment it embeds binding obligations, normal agreement stamping applies in your state. Under-stamped binding clauses face admissibility issues — we advise the correct treatment.
Should an LOI include the full deal detail?
No — enough to align (price range/formula, structure, key conditions, timeline) without negotiating the contract twice. Over-detailed LOIs slow deals and create inconsistency arguments later. The skill is choosing what to fix now and what to leave for definitive documents.
What happens if the other side breaches a binding clause?
Standard contract remedies on those clauses: injunctions for confidentiality/exclusivity breaches, damages, and break-fee recovery where provided. This is exactly why the binding carve-outs exist — your pre-contract investment is protected even though the deal itself is not yet binding.
Can an LOI be used for property transactions?
Yes — buyers commonly sign LOIs/booking letters before agreement to sell. Caution: paying substantial sums against loosely drafted property LOIs creates part-performance complications. We structure property LOIs with token mechanics and clear non-transfer language.
What Our Clients Say
4.6/5(2,000+ reviews)Rent agreement drafted, stamped and signed without me and the tenant ever meeting. The fixture annexure idea alone saved a deposit dispute later.
My freelancer agreement now has milestone payments and IP-on-full-payment. A client who used to delay invoices paid in 4 days this time.
My Pvt Ltd was registered in 12 days flat. Every step explained, pricing exactly as quoted, and the post-incorporation kit covered everything. Highly recommended.
Related Services
Helpful Reads
All articlesIncome Tax
Section 80C Deductions: Full List, ₹1.5 Lakh Limit & Best Options
Section 80C lets you cut taxable income by up to ₹1.5 lakh. Here's the full list of eligible investments, lock-ins and the smartest picks.
Business Registration
MSME / Udyam Registration in 2026: Benefits, Eligibility & Process
Udyam (MSME) registration is free, takes minutes, and unlocks cheaper loans, government tenders, subsidies and protection against late payments. Here's how to register.
Income Tax
Income Tax Notice Types: 143(1), 139(9), 148 — What Each Means & What To Do
Not every notice is trouble — but every notice has a deadline. Decode 143(1), 139(9), 142(1), 143(2), 148 and 245 in plain language, with exact response steps.
Ready to start your Letter of Intent?
Free consultation. Transparent pricing. Expert execution.
Get Started Now