# Letter of intent — outline

**Draft outline, not legal advice, and not yet reviewed by a lawyer.** Read it,
change it, and have someone qualified in your jurisdiction look at it before
either side signs. didihit1mmrr.com is a listing venue: we are not a party to
your transaction, not your broker, and not your counsel.

The LOI is where the deal stops being a conversation. Most of it is
deliberately non-binding — it records what both sides intend, so that the
purchase agreement is a drafting exercise rather than a renegotiation.

## What this document needs to say

1. **Parties, date, and what is being bought.** Name the assets, not "the
   business": domain, source code, database, customer list, payment provider
   accounts, hosting, brand, social handles, app-store listings.
2. **Price, and how it is paid.** A single lump sum is the norm at this size.
   If there is anything else — an earnout, a holdback, staged payments — it
   belongs here, in numbers, with dates.
3. **How the money moves.** Escrow, and who pays the escrow fee. See the
   closing guide: above roughly $2,000 use Escrow.com; below it the escrow
   minimum costs more than the risk it removes for most buyers.
4. **What is excluded.** Anything the seller is keeping.
5. **Diligence period.** How many days the buyer has, and what access they get
   during it.
6. **Exclusivity.** Whether the seller agrees to stop talking to other buyers,
   and for how long. This clause *is* usually binding — say so explicitly.
7. **Transition help.** How many hours of the seller's time, over how many
   weeks, and whether it is paid.
8. **Non-compete.** What the seller agrees not to rebuild, where, and for how
   long. Keep it narrow enough to be enforceable.
9. **Conditions to closing.** Signed purchase agreement, verified transfer of
   each asset, and anything else either side needs to be true.
10. **Binding and non-binding.** State plainly which clauses bind now
    (confidentiality, exclusivity, governing law) and which do not (everything
    about the deal itself).
11. **Expiry.** A date after which the LOI lapses. Without one, a stale LOI
    hangs over the seller indefinitely.

## Notes

- Verified MRR on a listing is a synced figure, not an audit. A buyer should
  still confirm the numbers inside the seller's own provider dashboard during
  diligence, and the LOI is where that access is agreed.
- Write down what happens if diligence turns up something material. "The buyer
  may withdraw" is a sentence worth having before you need it.