A letter of intent. Commitment before the contract.
A free, editable letter of intent (LOI) for agencies and consultancies agreeing the outline of an engagement before the full contract. Adapt it with your lawyer.
Not legal advice — have a lawyer review it. Word, Google Docs and PDF.
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LETTERTemplate preview · Example
01
Purpose
Both parties intend to agree an engagement for an operations review, on the outline below.
02
Outline terms
Scope summary, target start date, indicative fees and the date by which a full agreement will be signed.
03
Non-binding
Except for the clauses listed as binding, this letter is a statement of intent, not a contract to do the work.
04
Binding clauses
Confidentiality, any exclusivity period, costs, governing law and expiry.
What is a letter of intent?
A letter of intent (LOI) is a short document that records two parties’ intention to enter into an agreement, and the main terms they expect it to have, before the full contract is drafted and signed. Most of a letter of intent is usually non-binding, but specific clauses, such as confidentiality and exclusivity, are often written to be binding.
In client services, a letter of intent is useful when a client wants to commit to an engagement but their contracting or procurement process will take weeks: it lets both sides reserve capacity, start discovery or share information while the master service agreement or statement of work is finalised.
Document
Binding?
Used for
Letter of intent
Mostly non-binding, with named binding clauses
Recording intent and outline terms before the contract
Memorandum of understanding (MOU)
Usually non-binding
Recording a shared understanding, often between organisations
Re: Letter of intent — [project or engagement name]
1. Purpose
This letter records the intention of [Provider] and [Client] to agree an engagement for [project], on the outline terms below, and to sign a definitive agreement by [date].
2. Outline scope
[Main services or phases]
[Key deliverables]
[What is expected to be excluded]
3. Timeline
Target start: [Date]
Target completion: [Date or duration]
Definitive agreement by: [Date]
4. Indicative fees
[Fee basis and estimate, e.g. fixed fee of … or day rate of … for an estimated … days.] Final fees will be set out in the definitive agreement.
5. Work before the agreement
[Optional] The Client asks the Provider to start [discovery / reserve team capacity] from [date]. That work will be paid at [rate] whether or not a definitive agreement is signed.
6. Non-binding nature
Except for sections 7 to 10, this letter is a statement of intent only. It does not create a legally binding obligation to enter into the engagement or the definitive agreement.
7. Confidentiality (binding)
Each party will keep confidential any information received from the other in connection with this letter, and use it only to evaluate and prepare the engagement.
8. Exclusivity (binding, optional)
[For [30] days from the date of this letter, the Client will not engage another provider for substantially the same work while the parties negotiate in good faith.]
9. Costs (binding)
Each party bears its own costs of negotiating the definitive agreement, except as set out in section 5.
10. Expiry and governing law (binding)
This letter expires if a definitive agreement is not signed by [date], unless extended in writing. It is governed by the laws of [jurisdiction].
Acknowledgement
For the Provider: [Name, title, signature, date]
For the Client: [Name, title, signature, date]
How to fill it in
Decide what you need the letter to do: reserve capacity, allow early work or share information.
Summarise the scope, timeline and indicative fees in a few lines each.
Set the date by which the full agreement should be signed.
Say clearly which clauses are non-binding and which are binding.
Add paid early work, exclusivity or confidentiality only if you need them.
Have a lawyer review it, then have both parties sign.
Use it in Word, Google Docs or PDF
Microsoft Word
Download the Word (.docx) file and open it. If Word opens it in Protected View, select Enable Editing.
Use Find (Ctrl+F or Cmd+F) and search for “[” to jump between the placeholders you need to replace.
Save a clean copy as a Word template (File → Save As → Word Template) so every new document starts from it.
Google Docs
Upload the .docx file to Google Drive.
Right-click it and choose Open with → Google Docs, then File → Save as Google Docs to keep an editable copy.
Use File → Make a copy for each new client so your master stays clean.
PDF
Use Print or save as PDF in the template section above to print just the template, or fill it in Word or Google Docs first and export it (File → Save As → PDF in Word, File → Download → PDF document in Google Docs).
Example: letter of intent for an operations review
Key terms filled in for fictional companies.
Purpose
Meridian Advisory and Calder Manufacturing intend to agree an operations review of Calder’s order fulfilment, and to sign a statement of work by 31 March.
Outline terms
Scope: Stakeholder interviews, process analysis, recommendations workshop and 90-day plan
Target start: 7 April
Indicative fee: Fixed fee of about $19,000 plus expenses at cost
Early work
Calder asks Meridian to hold two consultants from 7 April and to start data requests on 24 March, paid at $1,400 a day whether or not the statement of work is signed.
Binding clauses
Confidentiality
Payment for early work
Each party pays its own costs
Expiry on 15 April unless extended
Common mistakes
Starting work before it’s signed. Most disputes start on projects where the terms were “agreed on a call”.
A scope described in one line. Reference a detailed scope or statement of work.
No change process. Without one, every extra request becomes a negotiation.
Copying clauses you don’t understand. If you can’t explain a clause to the client, ask a lawyer about it.
Angelwood’s proposal software builds proposals and agreements from your own templates, shows when the client has opened them and collects e-signatures, with a countersignature to execute the agreement.
What’s the difference between a consulting agreement and an SOW?+
The consulting agreement sets the legal terms of the relationship, such as confidentiality, liability and payment. A statement of work defines a specific project under it. You can sign several SOWs under one agreement.
Is a letter of intent legally binding?+
It depends on the wording and the law that applies. Most letters of intent state that they’re non-binding except for named clauses, such as confidentiality and exclusivity. Courts may treat a letter as binding if it reads like a contract, so say clearly which parts are binding.
What’s the difference between a letter of intent and a contract?+
A letter of intent records the intention to agree and the outline terms; a contract records the agreed terms and creates binding obligations to perform them.
When should a services firm use a letter of intent?+
When a client wants to commit before their contracting process is complete, for example to reserve your team, start discovery or share information, while the full agreement is drafted.
Can I edit this template in Word or Google Docs?+
Yes. Download the Word (.docx) file and open it in Microsoft Word, or upload it to Google Drive and choose Open with → Google Docs. There’s also a Markdown version for any text editor. No account or email address is needed.
How do I save it as a PDF?+
Fill it in, then export it: File → Save As → PDF in Word, or File → Download → PDF document in Google Docs. On this page you can also print just the template or save it as a PDF from your browser’s print dialog.