A letter of intent (LOI) is a document that summarizes the understanding between two or more parties regarding a potential transaction. LOIs are commonly used when the parties are contemplating a merger-acquisition, joint venture, real estate purchase or lease, or other significant transaction. An LOI outlines the general terms of the deal, often with the stated understandings that the specific terms of any deal are subject to further negotiation, and that the parties are not obligated to complete a transaction. Because the parties will likely be disclosing confidential information—including the fact that they are having such discussions—the LOI should usually include confidentiality and nondisclosure terms.

In Nebraska, a Letter of Intent (LOI) is generally considered a preliminary, non-binding document that outlines the basic terms and understanding between parties contemplating a significant transaction, such as a merger-acquisition, joint venture, or real estate deal. The LOI serves to facilitate further negotiations and is not typically enforceable as a contract, except for certain provisions that are meant to be binding, such as confidentiality and nondisclosure terms. These binding terms are enforceable under Nebraska law, provided they are clearly stated within the LOI. It is important for parties to explicitly state which parts of the LOI are intended to be binding and which are not, to avoid any legal ambiguity. As with any legal document, it is advisable to consult with an attorney to ensure that the LOI accurately reflects the parties' intentions and complies with relevant state statutes and federal law.