--- title: "What should a letter of intent include when buying a website?" url: https://firstpassmemo.com/answers/what-to-include-in-an-loi-when-buying-a-website/ updated: 2026-10-25 publisher: FirstPass Memo (hello@firstpassmemo.com) --- Answers # What should a letter of intent include when buying a website? Short answer: State the price and the profit figure it rests on, how it is paid (escrow, holdback, any seller note), what is included, the documents and logins you need for due diligence, how long exclusivity lasts, the conditions to close and the handover terms. Mark the price non-binding; exclusivity and confidentiality usually bind. Updated 25 October 2026 · Figures checked against their sources on 25 October 2026 · By Joan Murphy (https://firstpassmemo.com/about/joan-murphy/) (pen name) · How we check (https://firstpassmemo.com/methodology/) · Corrections (https://firstpassmemo.com/editorial-policy/) ## Check a listing now, free FirstPass Memo offers a free red-flag checker for business-for-sale listings and a $79 first-pass memo on a specific listing you send, paid after delivery. Paste any listing below for payback, the asking multiple and its red flags. Nothing you paste leaves your browser. Open the full checker (https://firstpassmemo.com/checker/) to unlock every flag with its seller question. Only know the price and monthly profit? Put them in the link and the check runs on its own: firstpassmemo.com/checker/?ask=45000&profit=1500 (https://firstpassmemo.com/checker/?ask=45000&profit=1500&via=box). ## Is a letter of intent binding? Usually only in part. A letter of intent (LOI) for a small website is mostly a written summary of the deal you plan to sign later, in the asset purchase agreement. The price, structure and timeline are normally marked non-binding, so either side can walk away if due diligence turns something up. Two clauses are normally binding: exclusivity (the seller stops talking to other buyers for a set time) and confidentiality (you keep what you learn private). The letter should say in plain words which clauses bind and which do not. Have a lawyer read anything you sign; this page is a checklist, not legal advice. ## What terms should the LOI include? - Who and what: the buyer and seller (people or companies), and the business by domain name and marketplace listing number. - Price and the figure it rests on: the offer, and the profit it is based on, for example "based on seller-stated average monthly profit of $2,000 for the last 12 months". If verified profit comes in lower, that sentence is what lets you reprice without starting over. - How the price is paid: cash at closing through escrow, any holdback, any seller note or earnout (https://firstpassmemo.com/answers/how-does-seller-financing-work-when-buying-a-website/), and when each part is released. - What is included: domain, content, code, hosting, email list, social accounts, supplier and affiliate relationships, inventory, brand assets. Name anything excluded too. - Due diligence access: the documents and read-only logins you need (analytics, Search Console, payment processor, ad and affiliate dashboards, bank or payout statements) and the date the seller will provide them. - Exclusivity: how many days the seller stops marketing the business to others, and when the clock starts. - Conditions to close: figures verify within an agreed margin, accounts can be transferred, and no large drop in traffic or revenue before closing. - Handover: how long the seller supports you after the assets move, how many hours, and through which channel. See how long the handover period should be (https://firstpassmemo.com/answers/how-long-should-the-handover-period-be-when-buying-a-website/). - Non-compete and non-solicit: the seller does not start a competing site or approach the same customers, sponsors or suppliers for a set period. - Timeline and expiry: a target closing date, and the date the offer lapses if not signed. ## How long should exclusivity last? For a website under about $100k, our rule of thumb is two to four weeks. That is enough time to check figures, accounts and traffic if the seller hands over access quickly, and short enough that the seller does not lose a season of buyers if you walk away. Start the clock when the seller grants the access listed in the letter, not when the letter is signed; otherwise slow access eats your diligence time. If you need longer, ask for a short paid or automatic extension rather than an open-ended period. ## What does an example LOI look like? A composite example, invented for this page: a content site is listed at $48,000 with seller-stated profit of $2,000 a month. The buyer offers $44,000, which pays back in 22 months on the stated profit. - $35,200 (80%) paid at closing through escrow. - $8,800 (20%) held back for 60 days after closing, released if monthly profit over those 60 days averages at least $1,700 and every listed account has moved. - Price based on average monthly profit of $2,000 for the last 12 months, as stated by the seller. - 21 days of exclusivity from the day the seller grants read-only analytics, Search Console, affiliate dashboard and payout access. - 30 days of seller support after closing, up to 5 hours a week by email, replies within two working days. - 12-month non-compete in the same niche. Offer open for 5 days. Run your own numbers through the true payback calculator (https://firstpassmemo.com/tools/payback-calculator/) or the max offer calculator (https://firstpassmemo.com/tools/max-offer-calculator/) before you put a price in writing. ## What mistakes do buyers make in an LOI? - A price with no stated basis, so a lower verified profit turns into an argument instead of a repricing. - No list of documents and logins, so diligence waits on the seller while exclusivity runs out. - Exclusivity with no end date, or one that starts at signing. - "Seller will help with the transition" with no hours, length or channel. - Leaving out what is not included, such as a second site, an email list on another platform or stock in transit. - Writing an LOI before running the listing through a first check. Paste it into the free red-flag checker (https://firstpassmemo.com/checker/) first, and turn each flag into a question or a condition. ## Frequently asked questions ### Do I need an LOI to buy a small website? Not always. Marketplace offers on small sites often go straight to a purchase agreement. An LOI helps when the price is negotiated, part of it is deferred or diligence will take more than a few days. ### Can I lower my offer after signing an LOI? If the price is non-binding and tied to a stated profit figure, you can reprice when verified figures come in lower. Without that link, a lower offer looks like a retrade and sellers often walk. ### Should the LOI mention escrow? Yes. Say that the closing payment goes through escrow and name who pays the fee, so neither side is surprised later. See how escrow works when buying a website (https://firstpassmemo.com/answers/how-does-escrow-work-when-buying-a-website/). ## Sources - FirstPass Memo, red-flag checker rules (https://firstpassmemo.com/flags/), our own rules, published as /rules.json - FirstPass Memo, free buyer calculators (https://firstpassmemo.com/tools/), our own calculators; the formulas are on each page ## Related - Free red-flag checker (https://firstpassmemo.com/checker/) - Questions to ask a SaaS seller before an LOI (https://firstpassmemo.com/answers/questions-to-ask-a-saas-seller-before-an-loi/) - How to negotiate the price of a website (https://firstpassmemo.com/answers/how-to-negotiate-the-price-of-a-website/) - How escrow works when buying a website (https://firstpassmemo.com/answers/how-does-escrow-work-when-buying-a-website/) - How long should the handover period be? (https://firstpassmemo.com/answers/how-long-should-the-handover-period-be-when-buying-a-website/) - Max offer calculator (https://firstpassmemo.com/tools/max-offer-calculator/) - Non-compete terms when buying a website (https://firstpassmemo.com/answers/non-compete-terms-when-buying-a-website/) - Asset purchase agreement checklist (https://firstpassmemo.com/answers/asset-purchase-agreement-checklist-for-buying-a-website/) - Glossary of listing terms (https://firstpassmemo.com/glossary/) - More questions buyers ask (https://firstpassmemo.com/answers/) Composite examples are invented and labelled. Figures from other sites are quoted with a link and the date we read them; FirstPass figures are asking prices and seller-stated profit, not sale prices. Informational screening only, not investment, legal or tax advice. ## Looking at a specific listing? Get a full memo — $79, pay after delivery. Paste the link; your memo arrives within 24 hours (Mon–Fri). $79, pay after delivery: we send the memo first, then a payment link. Human quick reviews cost $199–$390. --- FirstPass Memo is informational screening, not investment, legal, tax, accounting or valuation advice, and not an audit. Seller figures are not independently verified. HTML version: https://firstpassmemo.com/answers/what-to-include-in-an-loi-when-buying-a-website/