Glossary

Letter of intent (LOI)

contracts & scopeUpdated October 2026 · reviewed by the Forge team

also known as LOI

A short document signalling that a client intends to proceed, often used to start work before the full contract is signed.

For example, a client wants the agency to begin urgently while legal finalises the MSA, so they sign a brief LOI confirming intent and agreeing to pay for work done in the meantime. It bridges the gap without leaving the agency exposed.

Why it matters to your firm: an LOI lets an agency start time-sensitive work without waiting on a long contract, while still creating a paper trail and some protection. It is not a full contract, so it should make clear what is binding - especially payment for any work done - to avoid working on a handshake.

Common mistakes
  • Treating an LOI as a binding contract, or assuming it never is.
  • Starting real work on an LOI with no signed agreement.
  • Leaving key terms vague, which fuels disputes later.
Common questions

Frequently asked questions

What is a letter of intent (LOI)?

A short document signalling that a client intends to proceed, often used to start work before the full contract is signed.

What is a letter of intent used for?

To signal a client's intent to proceed and, often, to authorise starting work before the full contract is finalised.

Is a letter of intent legally binding?

Usually only partly - some clauses, like payment for work done and confidentiality, can be binding while the overall deal is not. Spell out which.

What is the difference between an LOI and a contract?

An LOI signals intent and bridges a gap; the contract - the MSA and SOW - is the full, binding agreement that governs the work.

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