---
title: "Non-binding letter of intent for a stock or asset purchase"
url: "https://ailawframework.com/precedents/mergers-and-acquisitions-private-equity/us-nonbinding-letter-of-intent"
type: "precedent"
site: "AI Law Framework"
id: "a2-us-nonbinding-letter-of-intent"
area_id: "A2"
kind: "letter"
ai_level: "yellow"
version: 1
task_ids: ["A2-T1-R4", "A2-T1-R2"]
law_stated_as_at: "2026-10-22"
---

# Non-binding letter of intent for a stock or asset purchase

> Non-binding US letter of intent for a stock or asset purchase. Price, structure and conditions are an expression of interest only. Confidentiality, exclusivity if used, and governing law are the only binding terms.

Canonical page: https://ailawframework.com/precedents/mergers-and-acquisitions-private-equity/us-nonbinding-letter-of-intent  
Law stated as at: 2026-10-22

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

## 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: United States
- AI level: Yellow. You and the tool draft together, with you directing. You check every statement you rely on.
- Law stated as at: 2026-10-22
- Status: Maintained. Checked on 2026-10-22 against the 3 authorities it cites, for United States.

## When to use it

Use when a buyer and a seller want to record the shape of a private acquisition before a purchase agreement, and neither side should be obliged to close. Do not use it as the purchase agreement, and do not use a binding exclusivity clause without a decision to be bound.

## Used for these tasks

- [Draft or redline the share or asset purchase agreement](https://ailawframework.com/practice/mergers-and-acquisitions-private-equity/draft-or-redline-the-share-or-asset-purchase-agreement.md)
- [Screen the deal against the current merger-notification thresholds](https://ailawframework.com/practice/mergers-and-acquisitions-private-equity/screen-the-deal-against-the-current-merger-notification-thresholds.md)

## How AI may be used

AI may fill price, structure and timing from an approved term sheet and mark which paragraphs are non-binding. The lawyer decides what is binding and whether the deal must be screened under the Hart-Scott-Rodino Act before anyone signs.

**AI may:**

- Turn an approved term sheet into the non-binding terms of this letter
- List items in the term sheet that this letter does not yet mention
- Check party names and that the binding-terms clause names only the clauses the lawyer has marked

**AI must not:**

- Must not describe the letter as an agreement to buy or sell
- Must not state that a Hart-Scott-Rodino filing is or is not required
- Must not add a break fee, a non-compete or a standstill

**The lawyer checks:**

- The non-binding statement covers price, structure and the obligation to close, and the binding list is short and deliberate
- Hart-Scott-Rodino screening uses the current FTC published thresholds, not the unadjusted dollar figures printed in § 18a
- If the target is a Delaware corporation, board and stockholder paths are DGCL § 141(f) and § 228 only after the certificate and bylaws are read

## Authorities

- [15 U.S.C. § 18a (Hart-Scott-Rodino premerger notification and waiting period)](https://www.law.cornell.edu/uscode/text/15/18a)
- [Delaware General Corporation Law § 141(f) and § 228 (board and stockholder action, where the target is a Delaware corporation)](https://delcode.delaware.gov/title8/c001/sc04/index.html)
- [15 U.S.C. § 7001 (electronic signatures)](https://www.law.cornell.edu/uscode/text/15/7001)

## 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/us-nonbinding-letter-of-intent 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.*