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Drafting a LetterIntentof

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Our services include a free consultation, a draft document, a revision round, and a final document. We invoice after sending the draft document.

Experience with legal services for entrepreneurs since 2001
Lawyers and legal professionals.Direct contact with a specialist who thinks practically.
Fixed rates.Where possible, clarity regarding costs in advance.
Within 4 hoursWe respond quickly to your request.
  • We worked for, among others:
  • MKBjuristen.nl partner
  • MKBjuristen.nl partner
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An incorrect document often provides a false sense of security.
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Mr. Jaime Boogaers
Mr. Jaime Boogaers
Corporate Law
Attorney, 16 years of experience

A letter of intent is particularly risky because parties often believe they are not yet committed to anything. Some provisions must remain non-binding, while other provisions, such as confidentiality, exclusivity, and costs, must indeed be binding

  • For acquisitions, investments, collaborations, real estate, participation, and commercial deals
  • Attention to binding and non-binding agreements, exclusivity, and reservations
  • Due diligence, confidentiality, costs, planning, break fee, and breaking off negotiations arranged
  • Practically useful before parties conclude a definitive purchase, cooperation, or investment agreement

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Is your document outdated, copied, generated with AI, or no longer suitable? We check and adjust the document.

About us

Our expertise in letters of intent

Our lawyers and in-house counsel assist entrepreneurs, shareholders, investors, buyers, and sellers with letters of intent, Letters of Intent, term sheets, acquisitions, investments, collaborations, and transaction documentation. We consider binding status, exclusivity, due diligence, confidentiality, reservations, costs, planning, break fees, and subsequent contracts.

Tailor-made solutions for your negotiation phase

A Letter of Intent for an acquisition, investment, collaboration, real estate transaction, or license does not require the same agreements. Therefore, we tailor the Letter of Intent to the deal, negotiating position, risks, and desired level of commitment.

Our facts

  • Active since 2001
  • Lawyers and in-house counsel
  • Experience in corporate law, employment law, transactions, and contract law
  • Attention to practical operation, risks, and enforceability
  • Fixed rates in advance where possible
  • Customization
  • About us
from 99.- per document

Do you already have a document, but are unsure if it is still correct? We check content, risks, and practical usability.

  • Our legal expert spends 0.5 to 1.5 hours on the check
  • Telephone intake with a lawyer
  • Checks on content, risks, and practical usability
  • Attention to liability, payment, and termination
  • Concrete points for improvement and legal advice
  • Delivered within 3 working days, express delivery possible
from 199.- per document

Is your document outdated, copied, generated with AI, or no longer suitable? We check and adjust the document.

  • Our legal expert spends 1.5 to 2.5 hours checking and making adjustments
  • Telephone intake with a lawyer
  • Verification of the existing document
  • Adaptation to your business and working methods
  • Suitable for new services, customers, or risks
  • Delivered within 5 working days, express delivery possible

About us

Our expertise in letters of intent

Our lawyers and in-house counsel assist entrepreneurs, shareholders, investors, buyers, and sellers with letters of intent, Letters of Intent, term sheets, acquisitions, investments, collaborations, and transaction documentation. We consider binding status, exclusivity, due diligence, confidentiality, reservations, costs, planning, break fees, and subsequent contracts.

Tailor-made solutions for your negotiation phase

A Letter of Intent for an acquisition, investment, collaboration, real estate transaction, or license does not require the same agreements. Therefore, we tailor the Letter of Intent to the deal, negotiating position, risks, and desired level of commitment.

Our facts

  • Active since 2001
  • Lawyers and in-house counsel
  • Experience in corporate law, employment law, transactions, and contract law
  • Attention to practical operation, risks, and enforceability
  • Fixed rates in advance where possible

Reviews (21)

Floor

We had immediate confidence in the team's expertise. They managed to forge an extremely complex joint venture agreement in a short timeframe. The quality fully met our expectations.

Inaya

It is clear that they know what they are talking about, right from the first word. It was pleasant that what was important was explained in plain language. The document was accepted flawlessly by our investors.

Soukaina

It felt good to be able to hand over the legal concerns immediately. The comments were concrete and immediately usable. It is clear that they have a passion for entrepreneurship.

Freek

We were given the space to tell our entire story without being interrupted. The process was completely digital and frictionless, which saved us a lot of time. The quality fully met our expectations.

Hans

We were immediately assigned a dedicated contact person, which worked very well. The corrections were always implemented lightning-fast in the new version. A company that delivers on what it promises on the website.

Hanane

The consultation provided immediate clarity. We received an excellent explanation regarding the implications of applicable law in our international contracts. Everything was delivered neatly and on time.

Nina

The promises on the website were fulfilled immediately during the first contact. The process was clear from start to finish. It is clear that they have a passion for entrepreneurship.

Victor

The first impression was simply excellent. Even outside regular hours, we received a quick response to an urgent question. A reliable partner that strives for perfection in their documents.

Daan

We received excellent assistance with our legal questions. The lawyer effectively translated our situation into the document. Our customers are responding positively to the clear general terms and conditions.

Hajar

The lawyer's sharp questions immediately got us thinking. The draft was delivered faster than promised in the quotation. Fantastic value for money for this level of expertise.

Stefan

The communication was friendly and professional. The lawyer always maintained an overview, even when the wish list changed in the meantime. The service was professional and personal.

Richard

Our company's specific needs were listened to carefully beforehand. Despite the tight deadline, there was no compromise on thoroughness and quality. These documents will undoubtedly save us a lot of headaches in the future.

Latifa

Professionalism was evident from the very first moment. Our industry was taken into account. The service was professional and personal.

Wouter

They really thought along with our situation. The empathy and understanding of the lawyer made this a very pleasant collaboration. It is clear that they have a passion for entrepreneurship.

Yara

We received excellent assistance with our legal questions. The entire process felt like a co-creation rather than a one-sided assignment. A reliable partner who strives for perfection in their documents.

Boaz

We didn't know exactly which document we needed, but received sound advice immediately. It was a relief that our emails were often answered comprehensively within just a few hours. Our business partners were impressed by the professionalism of the contracts.

Musa

The clear explanation at the start of the project was crucial for us. Communication always went through a single point of contact, which prevented confusion. Fantastic value for money for this level of expertise.

Bjorn

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Amine

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Demi

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Sophie

The start of the collaboration was exceptionally smooth. The language in the contract was modern and clear, without archaic terms. Fantastic value for money for this level of expertise.

Meet our office

Our ContractCheck, simply explained what can all go wrong.

Why MKB Juristen?

Since 2001, we have been active as a no-nonsense legal firm for entrepreneurs. We quickly get to the heart of the matter: with a thorough assessment, clear answers, and a document that works practically.

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First, see how we work

A legal document requires trust. You see immediately who we are, how we help entrepreneurs, and why we do not work with standard templates.

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What you can expect from us

We translate your situation into a legal document that you can actually use. You won't receive a loose template, but a document tailored to your business, agreements, and risks.

  • A clear roadmap: intake, concept, revision round, and final version
  • Practical explanation on how to use the document
  • Legal attention to liability, payment, and termination
  • Where possible, provide clarity in advance regarding price and delivery time
Are you unsure whether you should have the document drafted, checked, or amended?
During the initial consultation, we will determine the sensible course of action together. Afterward, you will know exactly where you stand.

Why customization?

A legal document only works well if it aligns with your business, agreements, risks, and industry. That is why we do not work with a standard generator, but with legal experts who assess your situation.

  • Prepared for your company
  • Telephone consultation included
  • No standard template
  • Review by legal specialists

What do you get?

You will receive a legal document that is practical and aligns with the agreements you wish to make.

  • Draft document or legal review
  • One adjustment round
  • Clear explanation where necessary
  • Fixed price where possible

The founders of MKB Juristen

Our organization consists of several small teams working within various legal fields. Each legal field has its own senior in-house counsel and/or lawyers.

Denian Wielhouwer

Corporate lawyer in corporate law & business expert

Denian Wielhouwer

Annelore Hendriks

Corporate lawyer, corporate law, administrative law

Annelore Hendriks

Ilja van Driel

Corporate law attorney, employment law

Ilja van Driel

Jaime Boogaers

Corporate law, ICT & privacy law, energy law attorney

Jaime Boogaers
Custom choices

Which choices determine the content?

A few fundamental choices determine the weight of your letter of intent. Make these consciously, as they directly affect your legal position.

Choice or question Why this matters legally
Should the LOI be binding or not? A non-binding LOI leaves you free; a binding LOI compels performance. You often opt for a mix: outlines without obligation, while confidentiality and exclusivity are binding.
Do you want exclusivity? With exclusivity, you prevent the other party from talking to competitors simultaneously, but you also limit your own room.
What conditions apply? Determine in advance which resolutive or suspensive conditions (financing, due diligence, board approval) apply to the final agreement.
What happens when breaking down? Specify whether the parties are free to terminate the negotiations and whether compensation for costs is due in that case.
What information is shared? Determine the scope of confidentiality and what happens to the shared data afterwards.
Clauses and provisions

What elements belong in a letter of intent?

The content of a Letter of Intent depends on the process (acquisition, collaboration, real estate, or supplier). The components below form the basis found in virtually every Letter of Intent.

Provision Relevant to Legal point of attention
Parties and objective Always Specify who is negotiating and what end result (transaction, collaboration) is being sought.
Outline of the deal Always The key points already discussed, such as price indication, structure, planning, and scope.
Binding or non-binding Always The crucial clause: specify for each part what is legally binding and what is merely intent.
Exclusivity In the case of acquisitions or major deals Agreement that the parties will not negotiate with others for a period of time.
Confidentiality Almost always Protection of shared business and competitively sensitive information during the process.
Conditions and due diligence In the event of an acquisition or investment Under what conditions (due diligence, financing, approval) the deal proceeds.
Duration and termination Always Until when the LOI is valid and when it automatically expires or can be cancelled.
Costs and applicable law Recommended Who bears their own costs, and which law and which court apply.
Use in practice

How do you use this document correctly?

A letter of intent only works well if you use it at the right time and in the right way. Follow the steps below.

Situation What should you do? Point of attention
For the final negotiation Draft the LOI as soon as the outlines are in place This is how you capture the achieved result before details cloud the view.
Upon signing Explicitly mark which provisions are binding Prevents discussion about whether you are already bound by the entire deal.
During the process Adhere to confidentiality and exclusivity These parts are usually enforceable, and a breach leads to liability.
At the end Replace the LOI with a definitive contract in a timely manner The LOI is an intermediate step; the final agreements belong in the main agreement.
Common mistakes

Common mistakes

With letters of intent, things often go wrong regarding the legal status and the transition to the definitive contract. Avoid these pitfalls.

Wrong Consequence Better approach
Do not state whether the LOI is binding Unintentionally becoming bound by the deal after all Include a clear clause that separates binding and non-binding parts.
Breaking off negotiations lightly Potential liability in the pre-contractual phase Stipulate that the parties are free to terminate the agreement and adhere to good faith.
Do not include confidentiality Competition-sensitive information is out in the open Add an enforceable confidentiality clause.
Do not set an end date The LOI continues to run unintentionally Include a term or maturity date.
Using an LOI as a final contract Important agreements remain unworked Always conclude a full main agreement after the LOI.
Risk profile

What is your situation and what do you pay attention to?

The use of a letter of intent varies depending on the process. If you recognize your situation, you know where the focus should be.

Risk profile Example Focus in the document
Business acquisition You are negotiating the purchase or sale of a company or shares Exclusivity, due diligence, and subject to management or financing approval.
Strategic cooperation You are exploring a joint venture or long-term partnership Clear outlines and confidentiality without committing you too early.
Real estate transaction You are preparing to purchase or lease commercial property or land Resolutive conditions such as financing and zoning.
Supplier or customer You lay the foundation for a major supply or procurement process Mark scope, planning, and price indication as a no-obligation proposal.
Additional documents

When is this document not enough?

A letter of intent is an intermediate step. For the final agreements, you often need a detailed contract.

Situation Supplementary document Why
Situation Related document Explanation
The collaboration becomes permanent Cooperation Agreement Develop the main outlines into binding agreements regarding roles, input, and results.
You set up a business together Shareholders' Agreement Arrange control, profit distribution, and exit as soon as you become joint shareholders.
You are sharing sensitive information Confidentiality Agreement A standalone NDA offers stronger protection than just a confidentiality clause in the LOI.
Explanation of this document

Drafting a Letter of Intent, why?

Not every entrepreneur knows exactly what a letter of intent is, when you need one, and which risks they must cover. That is why we explain below what this document entails, what you should look out for, and why customized legal advice is important.

What is a letter of intent?
A letter of intent is the document by which parties, at the start of a negotiation process, record their intention to enter into an agreement under terms yet to be further negotiated. In M&A practice, the letter of intent is referred to as a letter of intent (LOI) or memorandum of understanding (MoU). It marks the transition from informal exploration to serious negotiations: the parties agree on the main outlines of the intended transaction but have not yet concluded a definitive agreement. The letter of intent is one of the most legally sensitive documents in business law: parties generally regard it as non-binding, but in practice, a poorly drafted letter of intent can create liability upon the breakdown of negotiations and establish binding obligations that the parties did not intend. Our lawyers will draft a letter of intent for you that correctly anchors its non-binding nature, bindingly isolates exclusivity and confidentiality clauses, protects the freedom of negotiation of both parties, and minimizes liability upon the breakdown of negotiations.
What is binding and what is non-binding in a letter of intent?
This is the most critical legal question regarding any letter of intent. A letter of intent is generally not binding on the main agreements concerning the transaction — parties are not obliged to conclude the intended deal. However, certain parts of the letter of intent are indeed binding and enforceable if the parties expressly agree to this. The most commonly used binding clauses are the confidentiality obligation — parties exchange confidential information and may not use it outside of the negotiations — the exclusivity clause — the seller may not negotiate with other parties for a certain period — the cost allocation — who bears the costs of due diligence if negotiations fail — and the break fee — compensation if a party breaks off negotiations without good reason. Your letter of intent must explicitly state for each provision whether it is binding or non-binding. A general "non-binding" declaration that also covers the confidentiality and exclusivity clauses renders those provisions unenforceable. Our lawyers structure the letter of intent so that binding and non-binding elements are clearly distinguished.
When is breaking off negotiations unlawful?
Based on the doctrine of pre-contractual good faith — Articles 6:2 read in conjunction with Article 6:248 of the Dutch Civil Code — a party that breaks off negotiations after the other party has been given justified confidence in concluding the agreement may be liable for damages. In the VSH/Shell judgment, the Supreme Court ruled that breaking off negotiations at an advanced stage can be unlawful if the confidence has progressed to such an extent that breaking them off is unacceptable according to standards of reasonableness and fairness. A letter of intent that too strongly suggests that a deal is virtually certain — because it already contains detailed price agreements, partial payments, or implementation measures — creates this confidence and exposes the drafter to claims for damages if the deal does not proceed after all. Your letter of intent must explicitly stipulate that the parties are free to terminate the negotiations, and limit the grounds for damages to specifically agreed break-fee situations. Our lawyers draft a non-binding clause that maximally excludes liability in the event of a cessation of negotiations.
How do you arrange the exclusivity period in the letter of intent?
The exclusivity period —also known as a no-shop or standstill period—is one of the most commercially valuable provisions in the letter of intent for the buyer. The exclusivity clause prohibits the seller from negotiating with other potential buyers, providing information to other interested parties, and entering into other letters of intent for an agreed period. For the buyer, the exclusivity period creates the space to conduct due diligence and negotiate the acquisition agreement without having to compete with other bidders. For the seller, the exclusivity period is a commitment that prevents them from profiting from their position if other buyers show interest. The duration of the exclusivity period—typically four to twelve weeks, depending on the complexity of the transaction—and the consequences of breaching it must be stipulated in the letter of intent. Our lawyers draft an exclusivity clause that is enforceable and provides the buyer with sufficient protection during the due diligence process.
How do you manage due diligence rights and information obligations?
A letter of intent in a business acquisition typically also includes agreements regarding the due diligence process: what information the seller makes available, via which medium—a virtual data room—which individuals within the buyer are granted access, and within what timeframe will the due diligence investigation be completed? The seller wishes to limit access to sensitive business information to what is strictly necessary for assessing the transaction and wants to prevent competitively sensitive information from leaving their organization if the deal falls through. The buyer desires the broadest possible access to gain a complete picture of the risks and the value of the company. Your letter of intent must specify the scope of the due diligence investigation, the access rights, the virtual data room terms, and the confidentiality of the information obtained. Our lawyers draft a due diligence protocol that balances the interests of both buyer and seller.
How does it work at MKBjuristen?
Following an intake regarding the intended transaction, the negotiation phase, and the specific interests of your position as a buyer or seller, our lawyers draft a letter of intent that correctly establishes the non-binding nature, bindingly isolates the exclusivity and confidentiality clauses, minimizes liability in the event of a breakdown of negotiations, and properly structures the due diligence process.
Are you unsure whether your document is legally correct? We would be happy to assess the sensible course of action: drafting, reviewing, or amending.
Request a quote

Why not use a standard document?

A standard document often seems like a quick solution, but usually does not fully align with your company, agreements, risks, and way of working. Our legal experts draft documents that fit your situation.

Standard document
SME Lawyers
Not tailored to your business
Tailored to your company, industry, and working methods
No control over your specific situation
Consultation with a lawyer and assessment of your risks
Possibly outdated or incomplete
Verification of current and practical provisions
No personal explanation
Explanation regarding the use of the document

A standard document seems cheap, until it doesn't fit your situation properly. That is why we provide custom legal solutions tailored to your business.

Tailored solutions for each LOI situation

Not every letter of intent has the same purpose. Therefore, we do not draft LOIs generically, but tailor them to the transaction, negotiating position, and desired level of commitment.

Acquisition

Attention to purchase price, due diligence, warranties, indemnities, exclusivity, and closing.

Investment

Attention to valuation, participation, terms and conditions, shareholder agreements, and reservations.

Cooperation

Attention to roles, costs, IP, confidentiality, exclusivity, and next steps.

Property

Attention to property, price, research, financing, permits, and planning.

License or technology

Attention to rights, scope, exclusivity, confidentiality, remuneration, and follow-up contract.

MBO or carve-out

Focus on financing, assets/liabilities, personnel, contracts, vendor loan, and closing.


A letter of intent must prevent parties from becoming bound too early or, conversely, too loosely. Therefore, we examine binding status, exclusivity, due diligence, confidentiality, reservations, costs, break fees, and follow-up documents.

Common mistakes in letters of intent

Letters of Intent often go wrong because the main commercial outlines are set out without clearly defining their legal status.

  • Do not indicate which provisions are binding and non-binding
  • Include exclusivity without a clear duration, scope, or sanction
  • Start due diligence without confidentiality and data room agreements
  • Formulating reservations for funding, approval, or research too vaguely
  • Failing to properly arrange costs, advisors, and break fees
  • Forgot to communicate with staff, customers, or the market
  • Do not include an end date or negotiation schedule
  • Do not align the LOI with a purchase agreement, investment, or collaboration

Draft your letter of intent carefully and avoid unnecessary problems in the future. Good agreements prevent disputes regarding binding nature, exclusivity, information, costs, reservations, and the breaking off of negotiations.

What is a letter of intent?

An agreement in which parties set out the principles and ground rules for a proposed deal, collaboration, or transaction.

Is a Letter of Intent binding?

That depends on the text. Some provisions may be binding, while others are not.

What should be included in a letter of intent?

Including status, outline of the deal, exclusivity, due diligence, confidentiality, costs, planning, and reservations.

Can I break off negotiations after a Letter of Intent?

That depends on the agreements and circumstances. Therefore, arrange this explicitly.

Can MKB Juristen verify an existing LOI?

Yes. We check, among other things, binding, exclusivity, due diligence, reservations, costs, break fee, and next steps.

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Annelore Hendriks

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SME Lawyers at the Chamber of Commerce Source: Chamber of Commerce 2019
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