What is a letter of intent when buying an online business?
Written by Christopher Krassnig - Founder - Kairos Exchange and ZenoX Media. Reviewed 2026-07-19.
A letter of intent, or LOI, is the short pre-contract where buyer and seller agree on price, structure, and exclusivity before due diligence starts. It is mostly non-binding: the price can still move if diligence finds problems. The parts that do bind are exclusivity, usually 30 to 90 days, and confidentiality.
What belongs in it
The headline price and what it assumes, the deal structure and any holdback or seller financing in outline, the exclusivity window, what access the buyer gets during diligence, and the target closing date. Short is fine. An LOI that tries to be the full contract just delays the actual one.
The online-store specifics
Generic LOI templates never mention the thing an ecom deal runs on: data access. Spell out that diligence includes read-only access to the store's order data and ad accounts, and what happens to that access if the deal dies. A seller who agrees to sell but resists read-only access is answering a different question than the one you asked.
What it is not
The LOI is not the purchase agreement. Signing one does not sell the store, and walking away from one is normal when diligence surprises. Its real function is honest sequencing: it takes the store off the market long enough for the buyer to spend real effort checking it.
Related questions
Last reviewed 2026-07-19.
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