LOI Term-Range Checklist
Score your dental practice Letter of Intent against typical 2026 deal ranges. See which terms are healthy, which need negotiation, and get an overall LOI Health Score in seconds.
Enter Your LOI Terms
All deposit and holdback percentages below are derived from this figure.
Typical range: 1–3% of purchase price. Calculated as % for scoring.
Typical range: 30–60 days. Overlaps with exclusivity in some LOIs.
Buyer prefers higher cap (more protection); seller prefers lower. Typical healthy range: 10–25%.
Benchmark source: Ranges derived from 2024–2026 dental M&A transaction data and dental practice transaction attorney surveys. Not legal or financial advice — consult a dental practice attorney before signing any LOI.
Your LOI Health Report
Fill in your LOI terms and click Calculate LOI Health Score to see your results.
How to Use This LOI Checklist
Enter the key money and risk terms from your draft Letter of Intent. The calculator scores each term against typical 2026 dental M&A ranges and flags items that are healthy, need attention, or are likely to generate pushback during final-contract negotiations.
What Is a Letter of Intent in a Dental Practice Sale?
A Letter of Intent (LOI) is a non-binding document that outlines the major economic terms of a dental practice transaction before a full asset purchase agreement is drafted. While not legally enforceable on price, the LOI sets the negotiating anchor for every downstream term. Getting the LOI right — or catching problems early — can save both parties weeks of renegotiation and thousands in legal fees.
Key LOI Terms and What “Healthy” Means in 2026
- Earnest money deposit: 1–3% of purchase price. Too low signals weak buyer commitment; too high can create seller leverage if the deal collapses.
- Exclusivity period: 30–90 days is standard. Buyers need enough time to complete diligence without giving the seller months to keep shopping.
- Due-diligence period: 30–60 days to review financials, patient charts, staff contracts, and lease terms.
- Working-capital tolerance: ±3–7% cushion is typical. Wider tolerances increase seller risk; narrower tolerances increase buyer risk of a price adjustment at close.
- Indemnification cap: 10–25% of purchase price. A higher cap protects the buyer against undisclosed liabilities; a lower cap limits the seller’s post-close exposure.
- Escrow holdback: 5–15% held for 12–18 months covers post-close adjustments and reps-and-warranties claims.
- Non-compete: 3–10 miles and 2–5 years is the enforceable sweet spot in most states.