Letter of Intent (LOI) Template (Ireland)
A letter of intent sets out the preliminary terms of a proposed deal between two or more parties in Ireland — typically a commercial acquisition, joint venture or major supply arrangement. Use our free Irish template to capture the headline terms, confidentiality, exclusivity and timeline before moving to a binding contract.
8 Limerick Business Park, Limerick, V94 XY12
Dear Ciarán O'Sullivan,
We are writing on behalf of Emerald Tech Solutions Ltd. to express our interest in exploring a proposed acquisition involving Shannon Ventures Ltd.. This Letter of Intent ("LOI") sets out the proposed framework for our discussions and is addressed to you in good faith.
NON-BINDING PROPOSED TERMS
The following terms are indicative and non-binding only. They represent the current intention of Emerald Tech Solutions Ltd. and are subject to satisfactory completion of due diligence, execution of definitive legal documentation, board approval, and any required regulatory or shareholder consents. No legally binding obligations shall arise from this section unless and until binding definitive agreements have been executed by both parties.
Proposed total consideration: EUR 5,000,000 (EUR 3,500,000 cash on completion + EUR 1,500,000 deferred, payable 12 months post-completion subject to EBITDA targets). Key management retention: founders to remain in executive roles for 24 months post-close. All existing employment contracts to be honoured. Working capital target to be agreed during due diligence.
Indicative transaction value: 5000000 EUR (non-binding, subject to due diligence and final negotiation).
Transaction overview: Emerald Tech Solutions Ltd. proposes to acquire 100% of the issued share capital of Shannon Ventures Ltd., a software development company based in Limerick, Ireland (CRN 987654). The transaction is proposed as a share acquisition to preserve existing customer contracts and workforce continuity.
BINDING PROVISIONS
The following provisions of this LOI are legally binding as between the parties immediately upon signature, notwithstanding that the commercial terms described above are non-binding:
(a) Confidentiality. Each party agrees to hold in strict confidence all non-public information disclosed by the other in connection with the proposed transaction ("Confidential Information"). Confidential Information shall not be disclosed to any third party (save to professional advisers under duties of confidentiality) and shall be used solely for the purpose of evaluating and pursuing the proposed transaction. This obligation shall survive the expiry or termination of this LOI for a period of two (2) years. This clause is binding as a matter of Irish common law and shall be enforceable by injunction without proof of special damages. Electronic execution of this LOI is valid under the Electronic Commerce Act 2000 (s. 13).
(b) Exclusivity. For a period of 60 days from the date of this LOI (the "Exclusivity Period"), Shannon Ventures Ltd. agrees not to solicit, entertain, negotiate or conclude any offer, proposal or arrangement relating to a transaction of the same or similar nature with any third party, without the prior written consent of Emerald Tech Solutions Ltd.. This exclusivity obligation is a binding contractual undertaking enforceable under Irish common law.
(c) Costs. Each party shall bear its own legal and professional costs and expenses incurred in connection with the negotiation, due diligence and preparation of definitive documentation, unless otherwise agreed in writing. This allocation of costs shall be binding.
PROPOSED TIMELINE
Subject to both parties' agreement, the following indicative timeline is proposed (non-binding):
- Due Diligence Period: 45 days from signing
- Completion of financial and legal due diligence: within 45 days of signing
- Execution of Share Purchase Agreement: within 30 days of due diligence completion
- Transaction close: within 30 days of SPA execution, subject to CPC clearance if required
GOVERNING LAW; GENERAL
The binding provisions of this LOI shall be governed by and construed in accordance with the laws of Ireland. Any dispute in relation to the binding provisions shall be subject to the exclusive jurisdiction of the courts of Ireland. This LOI (save for the binding provisions set out above) does not constitute and shall not be construed as a legally binding commitment or agreement by either party, and neither party shall have any claim against the other if the proposed transaction does not proceed for any reason.
This LOI shall remain open for acceptance until 30 April 2026. If not accepted by that date, this LOI shall lapse and become null and void. To express your acceptance of the basis for discussion set out herein, please countersign and return a copy of this letter.
We very much look forward to exploring this opportunity together and hope that this LOI provides a useful framework for our discussions. Please do not hesitate to contact Aoife Ní Bhriain at deals@emeraldtech.ie if you have any questions.
Yours faithfully,
What Is a Letter of Intent?
A letter of intent (LOI) — sometimes called a heads of terms, memorandum of understanding or term sheet — is a pre-contractual document setting out the key commercial terms on which two or more parties propose to do business. It indicates that each party is serious about proceeding and provides a framework for negotiating the definitive legal documents.
Under Irish contract law, whether an LOI is legally binding depends on the parties’ intention and the level of certainty in the document. Courts look at the whole document to determine which clauses were intended to be binding immediately (for example, confidentiality, exclusivity and costs) and which were merely indicative (for example, price, scope, and conditions precedent). A well-drafted LOI states this distinction expressly and is typically marked "subject to contract".
LOIs are widely used in M&A transactions in Ireland, commercial property acquisitions, joint ventures, and complex supply agreements. They reduce the risk of wasted negotiation, give comfort to lenders and investors, and allow due diligence to begin with a clear view of the deal structure.
What's Covered in This Template
Our Irish LOI template includes the clauses needed for a professional, non-binding-where-appropriate letter of intent.
Party Details
Legal names, registered offices, Eircodes, CRO numbers and signatories.
Transaction Summary
High-level description of the proposed deal or transaction.
Key Commercial Terms
Indicative consideration in euro, structure, timing and principal conditions.
Due Diligence
Access to information, scope of diligence, and timeline.
Exclusivity
Time-limited undertaking not to negotiate with third parties.
Confidentiality
Non-disclosure of the existence and terms of the proposed transaction.
Costs and Expenses
Each party bears its own costs unless otherwise agreed.
Binding vs Non-Binding Clauses
Clear indication of which clauses are legally binding.
Conditions Precedent
Conditions that must be satisfied before the definitive agreement is signed.
Timeline and Long-Stop Date
Milestones and the date by which the transaction should close.
Termination
How and when the LOI ends.
Governing Law and Jurisdiction
Irish law and the Irish courts.
How to Create a Letter of Intent
Record preliminary terms quickly with Doxuno’s structured form.
- 1
Enter the Parties and Summary
Identify each party and summarise the proposed transaction in one paragraph.
- 2
Set the Key Commercial Terms
Price or consideration in euro, deal structure, timing and principal assumptions.
- 3
Decide What Is Binding
Mark confidentiality, exclusivity and costs clauses as binding; mark commercial terms as non-binding subject to contract.
- 4
Add Conditions and Timeline
State the conditions precedent, any due-diligence access and the long-stop date.
- 5
Review and Download
Review the draft, confirm Irish governing law, and download the signature-ready PDF.
Legal Considerations in Ireland
Irish courts will look at substance over form when deciding whether an LOI is binding.
This template is for information only and is not legal advice. For significant transactions, instruct an Irish solicitor to prepare or review the LOI and the definitive agreement.
Drafted for Irish law
Binding vs Non-Binding Intent
Courts in Ireland assess the objective intention of the parties by reference to the whole document. An LOI expressed to be "subject to contract" generally creates no binding commitment on the commercial terms, but binding obligations can still arise in respect of confidentiality, exclusivity and costs unless those clauses are also clearly non-binding.
Exclusivity and Lock-Out Agreements
A lock-out clause preventing a seller from negotiating with other purchasers is enforceable in Irish law provided it is clear, certain and time-limited. Unlimited lock-out obligations are unenforceable as "agreements to negotiate".
Confidentiality and Competition Law
Confidentiality under the LOI is reinforced by the equitable doctrine of breach of confidence and, where personal data is involved, by the Data Protection Act 2018 and GDPR. Care must also be taken in M&A due diligence not to exchange competitively sensitive information in breach of the Competition Act 2002.
Role of the LOI in M&A
LOIs form the commercial spine of an M&A transaction in Ireland. They are used to approach lenders, plan regulatory notifications (for example to the Competition and Consumer Protection Commission) and set the terms of reference for drafting the share purchase agreement.
Frequently Asked Questions
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