The LOI is non-binding except for a few terms:

Non-disclosure

No shop clause

LOI states terms of what the deal will look like and then allows the buyer time to verify the information presented and creates a roadmap for attorneys to craft the final purchase agreement.

Price and structure should be settled in the LOI without negotiation left afterwards.

Details should include:

1. Seller note
2. Earn out
3. Compensation agreement for seller if staying on
4. Status of net working capital items
5. New ownership cap table is seller is retaining ownership