Key Takeaways:

LOIs are non-binding but critical
They set the main business terms (price, timing, responsibilities) before you spend money on attorneys and full contracts.

You must clearly state “non-binding”
Put non-binding language in multiple places, plus a paragraph saying it is only a basis for preparing a formal contract.

Use “and/or affiliated assigns” for the buyer
This lets you assign the contract to a new entity later and helps manage liability without having to rewrite the deal.

Due diligence is your escape hatch
During the DD period, you can terminate for almost any reason and get your earnest money back; after DD, you usually can still walk but lose the deposit.

Commercial deals are priced on income and risk
You rely on NOI, actual financials, and realistic rent/expense assumptions, not “price per door” or emotional comps.

Landlord–tenant responsibilities must be explicit
Spell out who handles roof, structure, HVAC, TIs, fees tied to the tenant’s specific use, and how much the tenant’s costs are capped, to avoid ugly surprises later.