Letter of Intent
A short, mostly non-binding letter that records two parties' intention to proceed and the headline terms, ahead of a full contract — signalling commitment while details are finalised..
What a Letter of Intent is
A Letter of Intent is a short letter that two parties exchange to record their intention to proceed with a deal. It captures the headline terms early, ahead of the full contract, so both sides know they are moving in the same direction.
Most of the letter is non-binding by design. That keeps the parties committed in spirit while the lawyers and details catch up, with only specific clauses, like exclusivity and confidentiality, written to bind.
It is the document that turns a verbal understanding into something on paper. It names the parties, states the intent plainly, sets the headline terms, and points to a timeline toward a definitive agreement.
What goes in a Letter of Intent
Parties & context
Name both parties and frame the deal in a sentence or two, so the reader knows who is committing to what.
Statement of intent
State plainly that both parties intend to proceed. This is the heart of the letter and should leave no ambiguity about direction.
Headline terms
Set out the few terms that matter most, such as price, scope, and structure. These anchor the negotiation without trying to be the full contract.
Binding vs non-binding clauses
Draw a clear line between the parts that bind and the parts that do not. This is the clause that protects both sides while details are finalised.
Conditions & exclusivity
Spell out any conditions that must be met and whether the parties agree to deal exclusively for a set period. Exclusivity is often one of the binding parts.
Timeline to definitive agreement
Give a target date or window for signing the full contract, so the intention does not drift without a deadline.
Signatures
Close with signature blocks for both parties, turning the stated intent into a recorded, dated commitment.
Getting a Letter of Intent right
Do
- Name both parties and the deal in the opening lines so context is never assumed.
- State the intention to proceed in one plain sentence with no hedging.
- Keep headline terms to the few that actually anchor the negotiation.
- Make the binding-versus-non-binding line explicit clause by clause.
- Set a real timeline toward the definitive agreement, with a date.
Avoid
- Don't bury the statement of intent inside a wall of background.
- Don't blur which clauses bind and which are merely a statement of direction.
- Don't treat the letter as the full contract by packing in every detail.
- Don't promise exclusivity without saying for how long and on what terms.
- Don't leave the signature blocks off or send it undated.
The old way versus waxTable
How Waxe generates your Letter of Intent
- 1
Describe the deal
Tell Waxe who the two parties are and what they intend to do together. She uses that to frame the parties and context and to set the right tone for a commitment letter that is mostly non-binding.
- 2
Set the headline terms
Give Waxe the few terms that anchor the deal, such as price, scope, and structure. She turns them into a clean headline-terms section that records direction without drifting into full-contract detail.
- 3
Draw the binding line
Waxe drafts the binding-versus-non-binding clauses and any conditions and exclusivity. You confirm which parts bind, so the line between intention and obligation is explicit before anyone signs.
- 4
Set the timeline
Waxe adds a timeline to the definitive agreement with a target window. The letter now points clearly toward the full contract instead of leaving the intent open-ended.
- 5
Review and send
Waxe returns a designed, signature-ready Letter of Intent with both signature blocks in place. You read it through, adjust any wording, and send it, having spent about five minutes and a few cents instead of a day or two.
Frequently asked
What is a Letter of Intent?
A Letter of Intent is a short, mostly non-binding letter that records two parties' intention to proceed with a deal and the headline terms, ahead of a full contract. It signals commitment while the finer details are still being finalised. Most of the letter is non-binding, but specific clauses, such as confidentiality and exclusivity, are often made binding. It typically names the parties, states the intent, and sets a timeline toward a definitive agreement. waxTable designs the whole letter so the structure and clauses are in place before you review.
Is a Letter of Intent legally binding?
Usually it is mostly non-binding, which is the point: it lets both sides commit to direction without locking in a full contract. The exception is the binding-versus-non-binding clauses, where you carve out the parts that do bind, such as exclusivity, confidentiality, and how costs are handled if talks end. waxTable lays out a clear binding-versus-non-binding clause so the line between intention and obligation is explicit. That separation protects both parties while the definitive agreement is drafted. Always have your own counsel confirm the final wording.
What should a Letter of Intent include?
It opens with the parties and context, then a plain statement of intent to proceed. From there it sets out the headline terms, the binding-versus-non-binding clauses, and any conditions and exclusivity that apply. It closes with a timeline to the definitive agreement and signature blocks for both sides. waxTable generates each of these parts in order so nothing essential is missing. You keep the judgement; the document does the assembly.
How is a Letter of Intent different from a contract?
A contract is the full, binding definitive agreement; a Letter of Intent is the short letter that comes before it. The letter records that both parties intend to proceed and pins down the headline terms, while leaving the detailed obligations to the contract. It sets a timeline to that definitive agreement rather than replacing it. Think of it as the handshake on record before the long-form papers are drawn. waxTable produces the letter; your contract follows once terms are settled.
How long does it take to produce one with waxTable?
What used to take a day or two of drafting and formatting takes about five minutes for a few cents. You give Waxe the parties, the deal, and the headline terms, and she designs a complete, signature-ready Letter of Intent. Every part appears in order, from parties and context through to the signature blocks. You review, adjust the binding-versus-non-binding clauses, and send. The cost is a few cents of generation, not hours of your week.
Skip the writing — generate the whole letter of intent
Waxe drafts it on your brand in about five minutes, then you refine it. From two days of work to a few cents.
Your next letter of intent, in five minutes
Tell Waxe about the client and get a complete, on-brand letter of intent to review — the work of two days for a few cents. There is no blank page to start from and nothing to format by hand; you answer a short brief, Waxe does the drafting, and you keep full control of the final document in the editor.