Most sellers meet the letter of intent as a document the buyer produces. It is worth knowing how one is built, because the terms you add before signing are the only ones you will get, and a sample downloaded from the internet will not contain the clauses that matter to your particular sale.
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The structure of a good one
A price or price mechanism with the assumptions stated. The structure, asset or stock. What is included and excluded. The cash free debt free convention and the working capital target. Any escrow, note or earn out in outline. A diligence list with a deadline. The exclusivity period. And a statement that the price assumes the information already provided is accurate.
Where a sample LOI misleads
Generic templates are written from the buyer's side and are silent on the terms that protect a seller: no deadline on diligence, automatic extension of exclusivity, no statement that the price assumes what you disclosed, and no limit on the warranty package. Use a sample to understand the shape and have your lawyer add what is missing.
Writing the draft LOI yourself
If you produce the first draft you set the anchor and the agenda, which is worth doing where you have a single buyer and no adviser. Keep it short, state the assumptions, put the deadline in, and make exclusivity conditional on the buyer meeting that deadline. Then have a lawyer read it before it goes out.
Questions people ask about letter of intent to sell
Should I sign the buyer's version?
Not without adding a diligence deadline and a statement of what the price assumes. Those two are the cheapest protection against a late retrade.
Is a letter of intent binding?
Usually not on price and terms, but generally binding on exclusivity, confidentiality and costs. Read those clauses closely.
How long should exclusivity last?
Sixty to ninety days is common. Extension by agreement rather than automatically.