Six terms to pin down in a letter of intent
Founders argue hard over the valuation and leave payment structure, exclusivity and non-competes to be sorted out later. Later is when the buyer has the leverage.
A letter of intent is not the sale. It is the document that decides who is negotiating from strength when the sale actually happens.
Each of those is a lever. Leaving a lever unpulled in the LOI does not remove it from the deal; it just means the buyer gets to pull it during diligence.
Payment structure is the first. A price is not a price until the letter says how much lands on completion, how much is deferred and what has to happen for the deferred part to arrive.
Exclusivity is the second. Once a founder agrees not to talk to anyone else, the clock and the alternatives both belong to the buyer, so the length of that window is the whole negotiation.
Non-competes are the fourth. They decide what the seller is allowed to do next, and they are far easier to argue about before exclusivity than after it.
The column identifies six rules in total. The remaining two are not set out in the material available to the news desk, and the editor may want them before this runs.
The practical point is about sequencing. Terms are cheap to agree while the buyer still wants to win the deal and expensive to agree once no other buyer is in the room.
Diligence is where surprises surface, and a vague LOI turns every surprise into a renegotiation the seller cannot walk away from.
For a founder heading into a sale process, the test is simple. Read the letter of intent and ask which questions it leaves open, because those are the questions that will be answered on the buyer's terms.