LOI stands for Letter of Intent. An LOI is provided by a prospective buyer to a business seller to signify interest in moving forward with the purchase. LOIs will not be binding on either the buyer or seller as far as forcing them to proceed with the purchase/sale transaction. However, an LOI will usually prevent the seller from discuss a sale with other prospects, may include an earnest money deposit that would defray the seller’s expenses if the sale doesn’t go through, and usually will incorporate an NDA to protect the seller when documents and information are exchanged in the subsequent due diligence process.