Note: Any person using this form assumes full liability for the adequacy of their use, and holds the Commercial Real Estate Institute, Inc. and its officers harmless from any losses or liabilities that might result from the use of this form. Consult with your attorney before using.

LETTER OF INTENT (Non-binding)

RE: {address}

This document serves as Letter of Intent for the possible [ ] Purchase [ ] Lease of the property known as {address}, located in {City}, {State}. This letter outlines the basic terms acceptable to our client, Mr./Ms. ________, {title}, {entity}.

If the following outline is of interest to you, please sign below, and we will immediately prepare a formal definitive agreement. Of course, actual legal obligations would be as set forth in the final and definitive agreement, but Mr./Ms. _______ intends this letter as a declaration of intent which we will pursue in good faith.


P.1: Price: $

P.2: Earnest Money (held by Buyer’s Broker): $

P.3: Balance of Down Payment: $

P.4: Buyer to assume existing loan: $

P. 5 Buyer to obtain new loan: $


E.1: Escrow Agent shall be {Title Co}

E.2: Escrow shall be opened upon expiration of Buyer’s {days} contingency review period.

III. Buyer’s Contingencies. The buyer's purchase will be contingent on the buyer receiving and approving the following information, which will be conditions precedent to the purchase of the Property:

C.1. Seller’s Information. Seller shall, within 5 days of acceptance of this Letter of Intent provide to Buyer the following information which the seller already possesses, which the Buyer agrees to keep in strict confidence, all copies of which Buyer shall return to Seller if escrow does not close:

  1. certified copies of all property financial statements, rent rolls, summaries of operating and related expenses, and access to supportive original documentation of same;

b.)copies of all leases including any letters of modification, amendments or addenda thereto or thereof, and any notices of delinquency or defaults to any existing tenant within the last 3 years;

c.) copies of all documentation for any repairs to the property in the last 3 years;

d.) any other agreements or contracts affecting the property;

e.) any threatened or pending litigation relating to the property;

f.)architectural and/or engineering plans and/or specifications, or survey;

g.)notices of any violations from any governmental agencies.

h.) A list of the personal property that is leased or otherwise excluded from the sale, if any.

i.) Seller hereby represents and warrants that there are no delinquent payments due on the property other than the current month.

j.) Seller's completion of {State} Association of REALTORs® Seller’s Property Disclosure Statement form and buyer's approval of same, on or before opening of escrow.

k.) Any information it or its agents or employees possess, whether in writing or oral, pertaining to environmental conditions and history of the property, as well as any reports, studies, or contracts relating to any such conditions. See "Environmental Conditions", below.

l.) Other: _______________________________________________________________________

C.2. Property Inspection. A complete property inspection report by a company approved by buyer, or an actual inspection by buyer, in a manner as undisruptive as practical.

C.3. Economic and market feasibility. Buyer shall investigate, independently of seller, the market and economic feasibility of Buyer’s investment, and Buyer’s use of the Property, in and to buyer’s sole and absolute discretion and satisfaction.

C.4. Condition of Title. Complete legible copies of all exceptions in the preliminary title report.

C.5. Financing. Buyer's purchase [ ]will be [ ]will not be contingent on obtaining new financing, qualifying for and assuming an existing loan, or the seller accepting installment payments, in and to Buyer’s sole & absolute discretion and satisfaction

C.6. Appraisal. Buyer's purchase will be contingent on an appraisal of the premises by an appraiser acceptable to both buyer and, if applicable, buyer's lender in an amount greater than or equal to the purchase price herein.

C.8 Other: ________________________________________________________________________

C.7. Buyer’s Review period. The buyer shall have ________ days from the receipt of each of the above items to review and approve. Both parties will cooperate in good faith to accomplish such provisions of information and reviews in an expeditious manner. Approval shall not be unreasonably withheld. Prior to the expiration of these period(s) the buyer shall have the right to disapprove, and this Letter of Intent , or any Contract entered into, shall be of no effect.


G.1. Brokerage: Seller is represented by {Listing Brokerage} and Buyer is represented by {Buyer’s Broker} and no other real estate brokerage is involved in this transaction. Seller has an agreement to pay {Listing Brokerage}, and {Listing Brokerage} has an agreement (which Seller hereby ratifies) to pay __% of purchase value to {Buyer’s Broker}, and there are no other brokerage agreements.

G.2. Good Faith Effort; Co-operation. Upon execution of this Letter of Intent, the parties agree:

G.2.a.Negotiations. Buyer shall cause a proposed form of purchase contract consistent with this Letter of Intent to be drafted and delivered to Seller or Seller's agent within 3 working days. Seller shall either execute said contract or cause to be delivered to Buyer or Buyer's agent a "red-lined" copy of the first draft showing proposed changes, consistent with this Letter of Intent, within 3 working days. Both parties do hereby instruct their attorneys and agents to propose and negotiate contract wording consistent with this Letter of Intent, and to perform in a timely, professional, and good faith manner intended to accomplish the purposes and intents in this Letter. Buyer and Seller shall continue negotiating in this manner until a contract is executed. If said purchase contract/lease is not executed by both parties before the _____ calendar day following the date of the last signature on this Letter of Intent, then this Letter of Intent shall be of no purpose, negotiations shall cease, Buyer’s agent shall immediately return Buyer's earnest money to Buyer, and neither party shall have any recourse to the other relating to this matter.

G.2.b.Not a Contract. This Letter of Intent is not a contract, nor is it a binding agreement.

G. 2.c.Earnest money. During the negotiations, Buyer may deposit in escrow the sum of $__________ as earnest money deposit. Escrow agent shall be {escrow co.}.

G.2.d.Property off market. Upon Buyer making such deposit, Seller will take the property off the market.

E. Escrow. Seller and Escrow Agent will co-operate fully with Buyer, and {exchange Company}, serving as Qualified Intermediary in an IRS Section 1031 exchange, on behalf of Buyer.

V. Environmental Conditions: Seller shall fully cooperate, and will instruct all tenants in the property to similarly cooperate, with Buyer relating to any further studies paid for by the Buyer during the Contingency period. Costs of remediation for existing conditions, if any, shall be the responsibility of the Seller. Upon close of escrow, Seller shall warrant that Seller has disclosed to Buyer any and all environmental conditions known by Seller occurring during Seller's and previous ownerships, and shall hold Buyer harmless from any such pre-existing conditions, and Buyer shall hold Seller harmless from any environmental conditions that result after the close of escrow. Buyer and Seller each shall hold the Brokers in this transaction harmless for any environmental conditions or claims.

Deadline for Seller approval: _____________________

For the Buyer: {Print Name} By:_________________________ Date: _________________

Approved by Seller {Print Name} By: _______________________ Date: ________________

This form is copyrighted by the Commercial Real Estate Institute, Inc., and is available on floppy disk; call (602) 837-8687 to obtain a copy