Is a letter of intent legally binding?

It depends. An LOI marked "subject to contract" is typically non-binding on the commercial terms, while confidentiality, exclusivity and cost clauses are usually binding. Irish courts will look at objective intention.

Do I need an LOI before a definitive agreement?

An LOI is optional but strongly recommended for M&A, joint ventures and significant commercial transactions. It anchors the negotiation and allows due diligence to start with a shared view of the deal.

How long should exclusivity last?

Exclusivity periods typically range from 30 to 90 days in Irish M&A, depending on the complexity of the target and the diligence required.

Can an LOI cover property transactions?

Yes. Heads of terms are standard in Irish commercial property transactions, though they must be expressed subject to contract to avoid triggering the Statute of Frauds (Ireland) 1695 requirement for written land contracts.

What happens if one party walks away?

Absent a binding commitment, either party can walk away before a definitive agreement is signed. Binding clauses such as exclusivity, confidentiality and costs remain enforceable.

Does the LOI replace due diligence?

No. The LOI sets the framework within which due diligence is conducted. Findings from due diligence often lead to amendments in the definitive agreement.

Which courts decide disputes about the LOI?

Disputes are decided by the Irish courts, typically the Circuit Court for smaller matters or the High Court (Commercial List) for significant transactions.

Do we need board approval?

Board approval is advisable before signing an LOI, particularly where it contains binding obligations. The template includes space for signatories to confirm authority.

BusinessIE

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.

Create Your Letter of Intent

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Emerald Tech Solutions Ltd.

12 Grand Canal Quay, Dublin 2, D02 HH90

+353 1 234 5678

deals@emeraldtech.ie

15 April 2026

Ciarán O'Sullivan

Shannon Ventures Ltd.
8 Limerick Business Park, Limerick, V94 XY12

LETTER OF INTENT — ACQUISITION

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,

FOR AND ON BEHALF OF

Emerald Tech Solutions Ltd.

Aoife Ní Bhriain, Chief Executive Officer

Date: ____________________

Available as a print-ready PDF or an editable Microsoft Word (.docx) file.

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.

Why Doxuno documents are different

Four things that make our templates more thorough than AI-generated drafts and more current than static template libraries.

Accurate

Country-specific legal content

Drafted with legal expertise for each jurisdiction, far more thorough than AI-generated drafts that copy generic clauses across borders.

Always current

Always current with the law

Templates carrying statute references are continuously updated as the law changes. Your document always reflects the current legal framework.

Free PDF

Print-ready PDF

Free to download. Vector text, embedded fonts, statute citations baked in. Print, sign, file. Ready for any signing flow including electronic signature.

Word · .docx

Editable Word (.docx)

Continue editing in Word after download. Add custom clauses, reuse the template for similar agreements, or share with a colleague for collaborative review.

Requires Expert one-time unlock or any paid Doxuno subscription.

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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