A deposit can encourage the other party to go ahead with the deal. Also, if you will be incurring expenses while you negotiate the deal (e.g. ordering demos of a product), you may want to collect a deposit to cover your costs.
A timeline helps to organize your deal. For example, you can say something like:
Week 1 - 3: due diligence review
Week 4: preconditions satisfied
Week 5: final agreement drafted and agreed to by all the parties
Week 6: deal closes
A "no shop" promise is an agreement that neither party will see if they can get a better deal elsewhere while you are negotiating together. So, during the time that you're working together to negotiate a deal, you're exclusive and won't see what else you can find. A no shop promise prevents either party from using the Letter of Intent to try to get a better deal with someone else.
Include an expiry date if you want to make the deal points or offer in your Letter of Intent expire after a certain time.
If your deal is sensitive, it would be a good idea to sign a Confidentiality Agreement at the same time as your Letter of Intent. We'll include a link to where you can make a Confidentiality Agreement in just a few minutes at the end of this guide.