A letter of intent records the commercial shape of a deal before the definitive agreement. Most say they are non-binding, and most are binding in part.
The provisions that typically do bind, and are meant to: exclusivity (a no-shop for a stated period), confidentiality, expense allocation, and governing law. The economic terms — price, structure, conditions — are the part intended not to bind.
Two risks recur. First, an LOI that omits a clear statement of which clauses survive invites an argument that the whole thing is enforceable, particularly where the terms are detailed and the parties began performing. Second, some jurisdictions imply an obligation to negotiate in good faith from an executed LOI, which can expose a party who walks away for no reason to reliance damages even where the deal terms never bound anyone.
Draft it as though the exclusivity clause is the only one that matters, because in a deal that collapses it usually is.