agencia de traduccion alicante trayma
The documents that open the deal

Translation of letters of intent and term sheets

We translate the letter of intent (LOI), the term sheet and the documents from the preliminary stage of a deal, taking particular care over which clauses are binding and which are not. For companies, funds and advisers negotiating in several languages.

  • Translators experienced in deal language and equivalence between jurisdictions
  • Precision on what is binding and what is not, and on "subject to contract"
  • Fast so as not to slow down the negotiation · bilingual · with an NDA on our side

Letter of intent

DocumentLOI / term sheet
StagePreliminary deal stage
Key point✓ Binding / non-binding
Format✓ Bilingual, 2 columns
Confidentiality✓ NDA
ISO 9001 & 17100 · certified quality
Accredited sworn translators
NDA · reinforced confidentiality
40+ languages · sworn translation
Confidentiality · NDA and encryption
What they are and when they are signed

What is a letter of intent or term sheet

A letter of intent (LOI) and a term sheet are the documents in which the parties set down in writing the key terms of a deal before the definitive contract is drafted: indicative price, deal structure, timetable, conditions and exclusivity. Alongside them come equivalent instruments such as the memorandum of understanding (MOU) or heads of terms. The most delicate part of translating them is their hybrid nature: even if the document as a whole is "non-binding", some clauses do bind — confidentiality, exclusivity, allocation of costs, governing law — and nuances such as "subject to contract" change their effect. Getting that boundary wrong in translation can commit a party to more than intended. They are the preliminary stage of a mergers and acquisitions deal or an investment; here we focus on these opening documents.

Letter of intent (LOI)

The document that formalises the intention to negotiate and sets the general framework of the deal before the contract.

Term sheet

The summary of terms that sets out, point by point, the financial and legal conditions agreed on a preliminary basis.

MOU and heads of terms

Memorandums of understanding and equivalent documents recording preliminary agreements between the parties.

Binding clauses

Confidentiality, exclusivity, non-solicitation, allocation of costs and governing law: what does bind despite being preliminary.

Trayma's team of legal translators
Deal specialists

Translators with legal judgement

Translators specialising in business law who know the language of the preliminary stage and precisely distinguish what is binding from what is not. We review each clause and its effect before delivery, making sure the document commits the parties to exactly the same in both languages. Personalised service from start to finish.

They trust us

Brands that trust Trayma

Preliminary-stage documents

Documents we translate

We translate the documents that kick off a deal or an investment, respecting their structure, their cross-references and, above all, the effect of each clause. We keep the terminology consistent with the definitive contract that will follow.

Letter of intent (LOI)

Letter of intent formalising the intention to negotiate the deal.

Term sheet

Summary of the agreed financial and legal conditions.

Memorandum of understanding (MOU)

Preliminary agreements between the parties before the final contract.

Heads of terms

Documents setting out essential terms, common in Anglo-Saxon deals.

Exclusivity letters

Exclusivity and non-solicitation agreements during the negotiation.

Offer letters and proposals

Binding and non-binding offers and investment proposals.

Non-disclosure agreements

The NDA that usually accompanies or precedes the letter of intent.

M&A deal

The definitive contract and the rest of the deal file.

What binds and what does not

Binding and non-binding clauses

An LOI or a term sheet is usually presented as "non-binding", but it is almost never entirely so: some clauses bind from signature. Translating that boundary correctly is the most delicate part of the document, and that is exactly where we focus.

No obligation to close the deal

Non-binding part

It records the intention and the terms agreed on a preliminary basis, without any obligation to sign the definitive contract. We take care with the "subject to contract" nuance so it does not commit the parties to more than intended.

  • Indicative price and structure of the deal
  • Planned timetable and milestones
  • Conditions subject to due diligence
  • Statement of the parties' intentions
Binding from signature

Binding part

Clauses that do have legal effect even though the document is preliminary. A translation error here can commit a party to more than it thinks.

  • Confidentiality and protection of information
  • Exclusivity and non-solicitation during the negotiation
  • Allocation of deal costs
  • Governing law and dispute resolution
Trayma translator reviewing a letter of intent
Process, turnaround and delivery

How we handle your LOI or term sheet

A workflow with legal judgement and a quick turnaround, so as not to slow down the negotiation: review of the document, clause-by-clause translation and a final check of what binds and what does not. We confirm whether you need the sworn or simple format.

1

Send the document

The LOI or term sheet in Word or PDF; if it is bilingual, tell us which language prevails.

Now
2

Quote and format

We confirm languages, how the document will be used and whether it needs a sworn or simple translation.

15 min
3

Clause-by-clause translation + QA

Deal language, binding/non-binding distinction and a final review.

Depending on volume
4

Delivery

In the format you need; with MAEC signature and stamp if it is a sworn translation.

Guaranteed

What our customers say about us

LOI and term sheet quote

What the price depends on

There is no single rate, though an LOI or a term sheet is usually a short document. The price is worked out from these four factors; that is why it helps for us to see the document before giving you a firm figure.

The languageThe language combination and the availability of specialist legal translators for that pair.
The actual volumeThe real length of the document, not the apparent number of pages.
Legal complexityDensity of clauses, definitions and equivalence between legal systems.
UrgencyIf you have a tight deadline, we check feasibility and prioritise where possible.

For a firm quote

Send us these four details and we reply with the price, a feasible turnaround and the recommended delivery.

  • The document (PDF or legible photo)
  • Source and target language
  • Country and body where it will be submitted
  • Deadline and whether a paper delivery is required
Request a quote
When the LOI needs a sworn translation

Officially valid, when it is needed

The letter of intent and the term sheet are almost always translated as a simple translation, because they are negotiation documents between the parties. Only if they end up being submitted to a court as evidence, or before a notary or a public body, is a sworn translation required, signed and stamped by an officially accredited sworn translator-interpreter. You can check accreditation by language in the official search tool of the Ministry of Foreign Affairs.

The general framework is governed, among other rules, by Royal Decree 724/2020 (BOE), which regulates the Language Interpreting Office and the role of the sworn translator. If your procedure is international, in some cases a Hague apostille or legalisation is also required depending on the country.

At Trayma we review the destination country and body with you before issuing the final version, so we can recommend the safest type of delivery and avoid rejections.

Frequently asked questions

Frequently asked questions about LOI and term sheet translation

What is the difference between a letter of intent and a term sheet?
They are closely related documents from the preliminary stage. The letter of intent (LOI) is a letter expressing the intention to negotiate and setting the general framework; the term sheet is a document that summarises, point by point, the agreed conditions. In practice they are often used together or interchangeably, and coexist with instruments such as the MOU or heads of terms. We translate them all with the same terminology.
Does an LOI or a term sheet oblige the parties to close the deal?
Generally no: they are usually presented as non-binding as regards closing the deal. But they almost always include clauses that do bind from signature — confidentiality, exclusivity, allocation of costs, governing law. This information is for guidance only and does not constitute legal advice; what matters, for translation purposes, is to reflect exactly which part is binding and which is not.
Why is translating these documents so delicate?
Because a nuance can change the effect of a clause. Expressions such as "subject to contract", "binding" or "non-binding" mark the boundary between what binds and what does not, and they do not always have a literal equivalent between common law and continental civil law. We translate them with particular care so the document commits the parties to exactly the same in both languages.
How long does it take and how much does it cost to translate an LOI or a term sheet?
They are usually short documents, so they are normally resolved quickly and at a moderate price. The turnaround and the price depend on the language, the actual length and urgency. As timing is tight in a negotiation, if it is urgent we check feasibility and prioritise where possible.
Do you keep consistency with the definitive contract that will follow?
Yes. We keep a project glossary so that the terms used in the LOI or term sheet are translated the same way in the share purchase agreement (SPA), the shareholders' agreement and the rest of the deal file. This avoids terminology discrepancies throughout the whole deal.
Do you guarantee the confidentiality of the negotiation?
Yes. These documents reveal the price, structure and parties of an ongoing deal. We sign NDAs, use secure channels and limit access to the assigned team, so the information about your negotiation is protected throughout the whole process.
Full list

Documents and clauses we translate

These are the preliminary-stage documents and the clauses we translate most often. Most are simple translations; some, when they need official validity, are delivered sworn. If yours is not on the list, just ask.

  • Letter of intent (LOI)
  • Term sheet
  • Memorandum of understanding (MOU)
  • Heads of terms
  • Exclusivity letter
  • Framework agreement
  • Binding and non-binding offer
  • Offer letter and investment proposal
  • Protocol of intent
  • Agreement in principle
  • Exclusivity clause
  • Confidentiality clause
  • Non-solicitation clause
  • Allocation of deal costs
  • Conditions precedent
  • Deal timetable and milestones
  • Governing law and jurisdiction clause
  • "Subject to contract" clause
  • NDA linked to the LOI
  • Two-column bilingual versions
Where we are

Your legal translation agency in Alicante

We are right in the centre of Alicante, next to the train station, with easy access by public transport. In-person service by appointment and online handling throughout Spain.

Avda. de la Estación 27, Entlo D
03003 Alicante
2 minutes from the train and tram station (Luceros / Alicante Terminal)
Public car park and paid street parking nearby
Get directions

Send us your LOI or term sheet and we'll advise you

Tell us which languages you need it in and what stage the deal is at. As it is a short document, we usually reply quickly: we give you the firm price and the turnaround, in full confidentiality and with an NDA on our side.

Avda. de la Estación 27, Entlo D · 03003 Alicante ISO 9001 & 17100 · NDA Mon–Thu 9am–5pm · Fri 9am–3pm
Contact

Tell us about your case

Attach your documents and we’ll send back a firm quote within 15 minutes, in full confidence. No obligation.