---
title: "Non-binding indicative offer letter for a share or business acquisition (with binding confidentiality, exclusivity and costs terms)"
url: "https://ailawframework.com/precedents/mergers-and-acquisitions-private-equity/non-binding-indicative-offer-letter"
type: "precedent"
site: "AI Law Framework"
id: "a2-non-binding-indicative-offer-letter"
area_id: "A2"
kind: "letter"
ai_level: "yellow"
version: 1
law_stated_as_at: "2026-10-18"
---

# Non-binding indicative offer letter for a share or business acquisition (with binding confidentiality, exclusivity and costs terms)

> A bidder's indicative offer for a private company or business: price and structure, key assumptions, due diligence, conditions including ACCC and FIRB approvals, timetable, and a short list of terms that are expressly…

Canonical page: https://ailawframework.com/precedents/mergers-and-acquisitions-private-equity/non-binding-indicative-offer-letter  
Law stated as at: 2026-10-18

Site index for agents: https://ailawframework.com/llms.txt

A bidder's indicative offer for a private company or business: price and structure, key assumptions, due diligence, conditions including ACCC and FIRB approvals, timetable, and a short list of terms that are expressly binding.

## Key facts

- Kind: Letter. A letter or email you adapt and send.
- Practice area: [Mergers & Acquisitions / Private Equity](https://ailawframework.com/precedents/mergers-and-acquisitions-private-equity.md)
- Jurisdictions: Australia
- AI level: Yellow. AI can help in set ways. A lawyer checks specific points before use.
- Law stated as at: 2026-10-18
- Status: Maintained. Checked on 2026-10-18 against the 2 authorities it cites, for Australia.

## When to use it

Use when a buyer submits a first or second-round offer in a sale process, or makes an unsolicited approach, before due diligence and the sale agreement. Not for a takeover bid or scheme for a listed company, which have their own disclosure and timing rules.

## How AI may be used

AI may draft the letter from the bidder's approved term sheet and the process letter's requirements; the lawyer checks which terms are binding, the conditions and the regulatory approvals before it is sent.

**AI may:**

- Populate the letter from the bidder's approved price, structure and conditions
- Check the letter against the vendor's process letter and list any required item that is missing
- Draft the due diligence scope and timetable from the bidder's workplan

**AI must not:**

- Must not set or suggest the price, the valuation basis or the conditions, which are the bidder's decisions
- Must not decide whether ACCC notification or FIRB approval is required
- Must not make any term binding beyond the confidentiality, exclusivity, costs and governing law terms the lawyer has approved

**The lawyer checks:**

- The letter clearly states that it is not binding except for the listed clauses, and the binding clauses are complete and enforceable on their own
- The ACCC notification thresholds and the FIRB rules have been screened, and the conditions reflect the result
- Any exclusivity period is fixed, reasonable and not presented as obliging the vendor to sell
- The letter complies with the process letter and any confidentiality agreement already signed

## Authorities

- [ACCC, Mergers and acquisitions: mandatory notification of acquisitions that meet the thresholds from 1 January 2026, and the requirement to wait for approval before proceeding](https://www.accc.gov.au/business/mergers-and-acquisitions)
- [Foreign Investment Review Board / Treasury, Guidance (business investments: foreign investors generally must notify the Treasurer before acquiring interests in securities or assets)](https://foreigninvestment.gov.au/guidance)

## Full text and drafting notes

The full text and the drafting notes are not part of this public page. Signed-in firm accounts can read them at https://ailawframework.com/precedents/mergers-and-acquisitions-private-equity/non-binding-indicative-offer-letter and through the signed-in MCP connector https://ailawframework.com/mcp/firm.

*Practice guidance for planning and review. Confirm current primary sources and the requirements of the actual matter. This is general information, not legal advice.*