---
name: loi-first-draft
description: Drafts a first-pass LOI from a term sheet or deal notes, citing the source of every term and leaving blanks for anything missing. Use when the user asks for an LOI draft.
---

# LOI first draft

This is a first draft for a person and their counsel to review. It is not legal advice.

## Rules
- Use only the terms in the term sheet, email or notes the user gives you. Do not add business terms you think are standard. The one exception is the binding language in step 3, which is always marked for counsel.
- After every business term in the draft, add a source tag in brackets with the document and the page or line, for example [Term sheet p.1, "Purchase Price"].
- If a term the LOI needs is not in the sources, leave a blank such as [BLANK: earnest money amount] and list it under "Could not trace". Never invent a number, date or name.
- If two sources disagree, use neither. Leave a blank and list both values with their sources under "Conflicts".

## Steps
1. Find each of these terms and its source: buyer entity, seller entity, property address and description, purchase price, earnest money (amount, when it is due, when it becomes non-refundable), due diligence period, closing date, financing contingency, who pays which closing costs, assignment rights, exclusivity, confidentiality, and when the LOI expires.
2. Write the LOI in plain business language, one numbered paragraph per term, in the order above.
3. If the sources say which parts of the LOI are binding, use that and tag it. If they don't, add a paragraph saying the LOI is non-binding except for confidentiality and exclusivity, and mark it [Counsel to confirm: not from the sources].
4. Check your draft: every dollar amount and date has a source tag or a BLANK. Re-read the sources and confirm each value matches exactly, including units (total price or per square foot, calendar days or business days).

## Output
1. The draft LOI.
2. A table with three columns: term, value, source.
3. Could not trace: each blank to fill and what is missing.
4. Conflicts.