If the buyer indicates that he or she will be submitting a letter of intent, it's important that the seller tell the potential buyer right up front what items should be addressed such as:

What are the price and terms?

If it is to be an asset sale, what assets are being purchased and what liabilities are to be assumed?

What seller representations and warranties are to be covered?

Lease or purchase of real estate?

Responsibility for employee contracts or severance agreements?

Time schedule for due diligence and closing?

Set time frames for completion of the various procedures in the sale. For example, agree on timing for a letter of intent, reps and warranties, due diligence, final contracts, possession, closing, etc.  Deals that drag don't close.

When negotiating, it is critical that the negotiations deal with the actual decision maker. Too much time can be spent negotiating with the wrong person.

For a sale to actually close, both sides must be motivated. And it pays to have an intermediary handle the negotiations.  They are equipped to mediate, act as a buffer, and carry on sidebar conversations.