Extract data from letters of intent

A letter of intent records that two sides mean to do a deal before either has drafted the definitive contract. In an acquisition, a financing, or a supply partnership it is signed after a first handshake and before due diligence begins, and it frames the transaction: what is proposed, roughly for how much, and the ground rules for reaching signing. Corporate development leads, deal counsel, and finance officers all pull the same points from it, who the two parties are, what the arrangement is, whether anything on the page actually binds, and how long the sides have agreed to talk exclusively. Guidance from the American Bar Association treats most LOI provisions as non-binding statements of intent, with a handful of carve-outs such as confidentiality, exclusivity, and expense allocation that do bind, so the most consequential thing to know about any clause is which side of that line it falls on. That binding line is the crux, and it is rarely one tidy flag. A no-shop or exclusivity period, say 45 days, legally binds a party to negotiate only with the counterparty even while the headline price stays non-binding. Conditions precedent such as financing, regulatory clearance, and satisfactory due diligence gate whether the deal ever closes, a material adverse change provision lets a party walk if the target deteriorates, and a break fee becomes payable if someone abandons the transaction without cause. The proposed value is an estimate the definitive agreement will restate, not a fixed price, and the payment shape, at closing, in installments, or through an earn-out, is sketched rather than settled. In the Cedar Ridge Capital LLC bid for Blue Harbor Robotics Inc., the 45-day exclusivity runs to 2026-07-15, due diligence is targeted for 2026-06-20, a 210,000 USD break fee sits beside a 4,200,000 USD headline, and the deal is scoped to sign by 2026-07-30 under New York and United States law. Talonic reads the LOI and returns the initiating party and the counterparty, the transaction type and description, the proposed amount, the binding status, and the negotiation ground rules, exclusivity period, break fee, material adverse change clause, and conditions precedent, keeping the conditions as a list. A non-binding LOI dated 2026-06-02 in which Cedar Ridge Capital LLC proposes to acquire Blue Harbor Robotics Inc. for 4,200,000 USD, with a 45-day exclusivity period, a 210,000 USD break fee, and an expiry of 2026-07-15, loads into a deal-tracking system so corporate development reads the terms and the negotiation window from fields rather than the letter. Whether a given provision is enforceable stays a legal reading for counsel.

What gets extracted from letters of intent

How extraction works for letters of intent

Letters of intent are drafted by deal counsel and corporate development teams as letters and short term summaries, and the binding and non-binding provisions run through the same paragraphs. Talonic classifies the letter and maps it onto the contract schema in the Field Registry, which separates the parties and the proposed transaction from the negotiation ground rules. The binding status is captured from the language the letter itself uses to mark which sections bind, since a confidentiality or exclusivity provision can bind while the price does not, and the exclusivity period, the break fee, and any material adverse change clause are each read as their own field. Conditions precedent such as financing, regulatory clearance, and satisfactory due diligence return as a list, the proposed amount is typed as a number in its currency, and the effective and expiration dates parse to ISO 8601 so the negotiation window is legible. Every field comes back with a confidence figure and a link to the exact spot it was read from, following DIN SPEC 91491, so deal counsel can verify the exclusivity window or the break fee against the signed letter. The extraction reports what the letter states and takes no position on whether a provision is enforceable.

Sample extraction

A non-binding LOI proposing an acquisition

{
  "document_number": "LOI-2026-0602",
  "document_date": "2026-06-02",
  "effective_date": "2026-06-02",
  "expiration_date": "2026-07-15",
  "initiating_party.name": "Cedar Ridge Capital LLC",
  "counterparty.name": "Blue Harbor Robotics Inc.",
  "transaction_type": "acquisition",
  "transaction_description": "Proposed acquisition of 100% of the equity of Blue Harbor Robotics Inc.",
  "total_amount": 4200000,
  "currency": "USD",
  "binding_status": false,
  "confidentiality_clause": true,
  "exclusivity_clause": true,
  "exclusivity_period": "45 days",
  "material_adverse_change": true,
  "break_fee": 210000,
  "condition_precedent": [
    "Buyer securing acquisition financing",
    "Antitrust and regulatory clearance",
    "Satisfactory completion of due diligence"
  ],
  "governing_law": "State of Delaware"
}

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