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again unfortunately sometimes clients do it before they even come to their their attorney but I prefer that most of the letter of intent not be binding that is it should say its subject entering into a fully executed agreement because this way otherwise it turns into a whole agreement so generally you say its a statement of intent and its not binding there are a few exceptions if you dont have a separate confidentiality agreement than the seller needs to make the provision of confidentiality binding the the the seller may say put in an agreement that you cant hire my employees that you meet during this a no poach would want that binding a buyer may insist that a seller take it off the business off the market for a period of time and they would want that binding so those are the provisions that should be binding everything else should not be binding you you