LOI and NDA
Before due diligence, the letter of intent and the confidentiality agreement set the frame. This checklist shows which points an LOI and an NDA should cover.
The letter of intent (LOI) records the key cornerstones and the roadmap, usually without a binding obligation to buy. The confidentiality agreement (NDA) protects the information the seller discloses during the review. Both documents are the entry ticket to a serious transaction.
This checklist is a guide and does not replace an assessment of the individual case. It helps you to cover the typical points cleanly and to separate binding from non-binding clauses.
Work through the points before signing. You can tick off each point; the status is stored on your device. Use the buttons to print or reset the list.
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01 Confidentiality (NDA)
This defines which information is protected and how.
02 Letter of intent (LOI)
This outlines the cornerstones of the planned transaction.
03 Binding effect and law
This separates what already binds from what is still open.
What matters legally
An LOI is usually only partly binding. Certain clauses such as exclusivity and confidentiality are meant to bind, the rest stays non-binding. Anyone who does not separate clearly risks that a binding preliminary contract within the meaning of § 936 ABGB is derived from the LOI by mistake.
Even with a non-binding LOI, pre-contractual duties of care apply; an unjustified break-off after raised expectations can trigger damages (culpa in contrahendo). Which binding effect is intended in the individual case should be expressly regulated in the text.
This checklist is a general guide to the Austrian legal position (as of June 2026) and makes no claim to completeness or legal certainty. It does not replace advice in the individual case and is not a finished legal document.
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BRANDAUER Rechtsanwälte
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