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Transitioning from LOI to Contract

What are effective strategies for moving from a Letter of Intent to a signed contract with a large customer?

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Written by Claire Rosenfeld
Updated over 7 months ago

  1. Express Your Commitment: Clearly communicate your desire to advance to the next stage. For example, "I want to add your logo as a paid customer for our Demo Day. Please let me know what I need to do to make this happen."

  2. Follow Their Lead: Pay close attention to their responses and follow their guidance to ensure you meet their needs and expectations.

  3. Clarify Next Steps: Identify the specific actions required to progress. For instance, "To get to the next phase, we need you to sign a Proof of Concept (POC) agreement."

  4. Highlight Urgency: Emphasize the limited availability and your interest in partnering with them. For example, "We only have room for 3 partners, and we'd love to have you join us."

  5. Validate Their Needs: Confirm that your solution addresses their key challenges or pain points. Ask questions to understand their situation better and tailor your offer accordingly. For example, "Can you share more about the challenges you're facing that we can help solve?"

Mentor Advice -

  • Alexander Shartsis: LOIs are generally a waste of time and better skipped to go directly to contract. Happy to discuss what to do if you have an LOI, but better if you can to skip this step entirely. This goes back to having a clear sales process with clear next steps.

  • Jonathan Krause: Based on some past experiences. In transitioning from an LOI to a contract, the process should be very straightforward unless there is a significant change in anything other than the duration. Use the common language of the LOI to expand the project scope and the contract's length. If there are going to be significant changes, this should be discussed upfront when signing the LOI. Otherwise, it doesn't look good.

    • Length of LOI and potential contract.

    • Any indemnifications.

    • Standard Termination of Contract Rights for both parties.

    • Termination of Contract for just cause by either party.

    • Breach of contract by either party.

    • Conflict of Interest Disclosures.

    • Non-Compete Disclosures, if applicable.

It should all be considered during the LOI and reviewed by a legal professional. Depending on the pilot's success, it should be broached during progress check-ins and updates to make the contract process more accessible on the backend.

  • Dan Oakes: There aren't any silver bullets, you need to run a proper sales process. As a founder acquiring your first customers, you have the superpower of selling the vision - even if the product today isn't perfect, you can talk about what you're building and how it will transform their business. General sales tips that apply here as well as any other sale:

    • Ensure you qualify early on in the cycle - just because someone signs an LOI or agrees to a demo doesn't mean they're a great fit for you at this stage. Your first customers need to have an "early adopter" mindset and are really willing to partner with you.

    • Make sure there's real value. You need to (1) align on a business problem they have that you can solve, and (2) get buy-in from the customer that the problem is worth solving now

    • Seller's don't drive urgency; sellers uncover business problems that need to be solved within a certain timeline, and then guide buyers on how to implement solutions to solve it within that timeline. Ideally during discovery you either (1) uncover a compelling event that drives your timeline to implementation, or (2) quantify the business impact of "no action" to make it a no-brainer for your prospect to begin using your product now

  • Kyle Kopyl: The only real way is to prescribe in the LOI the conditions under which this letter turns into a contract. These conditions are discussed during negotiations on such letters. Therefore, some kind of milestone must occur, e.g.,

    • the product has been completed,

    • A certain sales level has been reached,

    • The company has been structured,

    • The necessary integrations or policies have been added as required by the potential customer.

    • It is necessary to negotiate in advance the contract into which the letter will move.

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