How do I draft a letter of intent?


I have an idea I am working on that I believe will be useful. I have been told that verbally several times.

Rather than spend money on developing it to completion, I want my proposed suppliers/customers to commit in a way and agree in principle to come on board if I do my part by building what we agree on.

Does this make any sense? How do I draft such a document?


I am creating a content distribution app. The letter of intent is geared towards the content copyright owners. So basically I want something saying, if I create this app that can distribute their stuff, they will agree to distribute it through me under certain revenue sharing terms. That way, I will not have doubts when spending on the app.

(Maybe LOI is the wrong name?)

Getting Started Contract Legal Legal Documents

asked Feb 2 '12 at 18:35
Oo The Nigerian
11 points
Get up to $750K in working capital to finance your business: Clarify Capital Business Loans
  • Do you need LOI for Nigeria or elsewhere? – Dnbrv 12 years ago
  • @dnbrv See update. Thanks. – Oo The Nigerian 12 years ago
  • Even after your update, my answer remains the same as below – Sid 12 years ago

2 Answers


One would need to know much more about your situation to opine on whether LOI is the right way to go and, if so, what the LOI should state.

There is, however, one thing I can say with confidence based on having seen the results of non-lawyers drafting such documents: It must state explicitly and clearly which provisions are binding on the parties (e.g., those pertaining to confidentiality) and which are not.

Disclaimer: This information does not constitute legal advice and does not establish an attorney-client relationship.

answered Feb 3 '12 at 05:28
Dana Shultz
6,015 points
  • See update. Thanks! – Oo The Nigerian 12 years ago
  • It appears that you need a content license agreement. There is no way anyone can tell you on this forum how to draft such an agreement properly. – Dana Shultz 12 years ago


First, I'm not a lawyer.

Now, for the most part, an LOI isn't binding unless the court decides the LOI is frames just like an actual contract and is therefore one. If you can get such an LOI signed by them to begin with, I'd say go for it and maybe even call it a contract. But usually they won't agree to take on the product risk that early on.

An LOI however does condition the mind of the parties that "This is a bit serious, I'm putting my name in writing with my signature here. Do I really want this?". Getting people past that mental hurdle means that usually when someone still says they are interested, chances are they really are (no guarantees though). In that sense an LOI is great and I'd recommend it.

I'm going to assume you want to save on legal expenses, so you might want to write this business document yourself. At it's core

  • express what you aim to provide (cover their requirements)
  • approximately when and how
  • take care to:
    1. keep actual IP transfer etc conditional upon execution of an actual contract between all parties
    2. disclaim any formation of joint ventures, partnerships etc between all parties
Details and a sample can be found in this article
answered Feb 3 '12 at 07:40
649 points
  • Thanks. Please see update – Oo The Nigerian 12 years ago

Your Answer

  • Bold
  • Italic
  • • Bullets
  • 1. Numbers
  • Quote
Not the answer you're looking for? Ask your own question or browse other questions in these topics:

Getting Started Contract Legal Legal Documents