Ask HN: What would you add in a Letter of Intent?

I&#x27;d say you need an attorney now to help you, mistakes made at this stage can be costly later. I don&#x27;t think it should cost you all that much to have an attorney help you review or adjust it if needed.<p>And the terms also depend on the size of the deal. Not asking you to tell me, just that a deal worth $100k is different than a deal worth $5M. Also, it would depend on if their intent is to purchase your company through an asset sale or a stock sale as to some of the terms you should pursue.<p>Consult with an attorney to protect you and your company. And consult with an accountant to make sure you don&#x27;t get smacked hard on taxes based on the type of deal they want to setup.

By definition if you haven&#x27;t received the letter it is impossible to know what to add. Having said that, and stating the obvious, a letter of intent is generally intended to grant an exclusivity period to the potential acquirer in which to conduct due diligence and determine whether they really wish to purchase the company.<p>Consequently as you allude to confidentiality is vital. At the same time, you should have a limited exclusivity period following the expiry of which you are free to go to any other potential acquirers, and also the acquirer will have to return&#x2F;destroy all confidential information.<p>Of course in reality, the benefit of the information could already have been derived from the acquirer. In the first place therefore only information which is absolutely necessary should be disclosed.<p>In any event, in a usual acquisition you would have lawyers deal with the paperwork for the sale and purchase, so I see no reason not to get those lawyers involved at this stage. This does to an extent depend on the size of the deal, and whether sales or assets are involved of course.