As a commercial real estate attorney and template specialist with over 12 years drafting and negotiating letters of intent for leases across the United States, I’ve helped hundreds of tenants—from first-time restaurant owners to national retailers—use a well-written letter of intent for lease (LOI) to save time, reduce legal fees, and secure better terms. In this comprehensive guide, I’m giving you my battle-tested, attorney-reviewed commercial lease LOI template completely free, along with line-by-line explanations so you can customize it confidently.
Download the free Word .docx template here: Download Commercial Lease Letter of Intent Template (Free 2025 Version)
Important Disclaimer: This article and template are for informational purposes only and do not constitute legal advice. Always consult a licensed attorney in your state before signing any real estate document.
A letter of intent for commercial lease (sometimes called an LOI for commercial lease or intent to lease letter) is a preliminary, usually non-binding document that outlines the principal business terms between a prospective tenant and landlord before the parties spend thousands on attorneys and formal lease drafting.
According to the American Bar Association’s Section of Real Property, over 90% of commercial lease transactions in the U.S. begin with some form of LOI. A strong commercial lease letter of intent can lock in favorable terms early and prevent surprises later.
Most letters of intent to lease commercial property are intentionally non-binding except for a few specific provisions (confidentiality, exclusivity, and sometimes expense responsibility). This gives both sides flexibility while creating a clear roadmap for the final lease.
| Provision | Typically Binding | Typically Non-Binding |
|---|---|---|
| Confidentiality | Yes | — |
| Exclusivity / No-Shop | Yes | — |
| Rent amount & escalations | — | Yes |
| Term length | — | Yes |
| Security deposit | — | Yes |
This letter of intent for leasing commercial space works nationwide for:
Copy the text below into Microsoft Word or use the download button above.
[Your Company Letterhead or Your Name & Address] [Date] [Landlord Name] [Landlord Address] [City, State, ZIP] Re: Letter of Intent to Lease Approximately [X,XXX] Rentable Square Feet at [Property Address] (“Premises”) Dear [Landlord or Broker Name]: This Letter of Intent (“LOI”) sets forth the basic terms under which [Tenant Legal Name], a [State] [entity type] (“Tenant”), is prepared to enter into a lease with [Landlord Legal Name] (“Landlord”) for the Premises described above. This LOI is non-binding except as specifically stated in paragraphs [X] through [Z] below. 1. Premises: Approximately [X,XXX] rentable square feet known as Suite [___] located at [Full Address] (the “Premises”), outlined on the site plan attached as Exhibit A. 2. Lease Term: [__] years commencing on the earlier of (i) Tenant opening for business or (ii) [__] days after Landlord delivers the Premises in Delivery Condition (“Commencement Date”). Tenant shall have [two (2)] renewal options of [five (5)] years each at 95% of then Fair Market Rent. 3. Base Rent: Year 1: $[XX.XX] per rentable square foot ($[Total Monthly]/month) Year 2: $[XX.XX] psf [Continue as needed] Rent shall be Triple Net (NNN). Tenant shall pay its proportionate share of CAM, taxes, and insurance. 4. Free Rent: [X] full months of Base Rent abatement following the Commencement Date. 5. Tenant Improvement Allowance: Landlord shall provide $[XX.XX] per rentable square foot toward tenant improvements, payable on a progress basis. 6. Permitted Use: Tenant shall use the Premises for [describe in detail, e.g., “the operation of a full-service restaurant serving alcohol and general retail merchandise”] and for no other purpose. 7. Exclusive Use: During the Term, Landlord shall not lease space in the Shopping Center to another tenant whose primary business is [e.g., Italian fine-dining restaurant]. 8. Security Deposit: $[XX,XXX], reducible to $[XX,XXX] after [36] months of on-time rent payment. 9. Conditions Precedent: This LOI and the parties’ obligation to proceed shall be subject to: (a) Tenant obtaining franchise approval (if applicable), (b) liquor license approval, (c) satisfactory environmental reports, and (d) final approval by Tenant’s board/partners. 10. Exclusivity: For [60] days from mutual execution of this LOI, Landlord shall negotiate exclusively with Tenant and shall not solicit or entertain other offers. 11. Binding Provisions: The provisions of paragraphs concerning Confidentiality, Exclusivity, and Payment of Brokerage (if any) shall be binding. All other provisions are non-binding expressions of intent. If the above terms meet with your approval, please sign and return a copy of this LOI. We look forward to working with you. Sincerely, [Tenant Name] Agreed and Accepted: Landlord: _______________________________ Date: ______________
From my experience reviewing hundreds of executed LOIs:
Leasehold improvements may qualify for immediate expensing under IRC §179 or bonus depreciation (see IRS Publication 946). Tenant improvement allowances are generally treated as taxable income unless structured properly—consult your CPA. Source: IRS Publication 946 and IRS Tax Topic 551.
A clear, detailed letter of intent to lease commercial space is the single most important document in negotiating a favorable lease. By starting with this proven commercial lease letter of intent template and the guidance above, you can approach landlords with confidence and protect your interests from day one.
Again, download the free editable Word template here: Free Commercial Lease LOI Template 2025
Have questions or need a version customized for your state? Drop a comment below—happy to help fellow entrepreneurs and business owners.
Not legal advice. Always engage local counsel before executing any binding real estate document.
```