Letter of Intent (LOI) Review
AI review of LOIs to catch binding obligations hidden in non-binding documents and missing deal protections.
What is a Letter of Intent?
A letter of intent outlines the preliminary terms of a proposed business transaction before a definitive agreement is drafted. While LOIs are generally non-binding, they often contain binding provisions for confidentiality, exclusivity, and expense allocation that create real obligations. The danger is treating an LOI as non-binding when specific sections are enforceable, or conversely, relying on LOI terms that the other party has no legal obligation to honor.
Inkvex reviews letters of intent for the binding vs. non-binding status of each provision, exclusivity period terms, confidentiality obligations, break-up fee provisions, and conditions precedent that must be satisfied before the definitive agreement is signed.
⚠ Red Flags to Watch For
- •Exclusivity period that prevents you from negotiating with other parties for 90+ days
- •No clear distinction between binding and non-binding provisions
- •Break-up fee that disproportionately penalizes one party for walking away
- •Key terms left vague ('to be determined' or 'subject to negotiation')
- •No expiration date for the LOI
- •Confidentiality obligations that survive even if the deal falls through
What Inkvex Checks
- ✓Binding vs. non-binding status of each section
- ✓Exclusivity period and restrictions
- ✓Confidentiality obligations and scope
- ✓Break-up fee or expense reimbursement provisions
- ✓Conditions precedent for the definitive agreement
- ✓Expiration date and extension mechanisms
Where this page fits
Use the primary hub for the main workflow, then check the supporting pages that belong to the same diligence lane.
Frequently Asked Questions
What does Inkvex check in a Letter of Intent?
Binding vs. non-binding status of each section. Exclusivity period and restrictions. Confidentiality obligations and scope. Break-up fee or expense reimbursement provisions. Conditions precedent for the definitive agreement. Expiration date and extension mechanisms. Upload any contract at inkvex.app for a free analysis.
What are common red flags in a Letter of Intent?
Exclusivity period that prevents you from negotiating with other parties for 90+ days. No clear distinction between binding and non-binding provisions. Break-up fee that disproportionately penalizes one party for walking away.
How much does it cost to review a Letter of Intent with AI?
Inkvex starts with 1 analysis, no credit card required. For a live acquisition, Deal Pack is $499 with 12 credits across the documents in one LOI over 90 days. Searcher Sub is $99/mo for buyers with steady review volume across targets.
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