How To Write An Expression Of Interest (EOI) For Business Partnerships

If you’re looking at a new contract, project, supply arrangement, joint venture, or partnership opportunity, an Expression of Interest (EOI) can be a practical way to start the conversation without jumping straight into a “locked in” deal.

Done well, an EOI helps you communicate that you’re credible, organised, and serious - while still keeping enough flexibility to negotiate. Done badly, it can create confusion, damage trust, or (in some cases) create legal risk if it’s written in a way that suggests the parties intended it to be binding.

In this guide, we’ll walk through how to write an expression of interest (EOI) Australian businesses can confidently use for commercial opportunities and partnerships, what to include, what to avoid, and how to keep it legally “clean” from day one.

What Is An Expression Of Interest (EOI) In Australian Business?

An Expression of Interest (EOI) is a written document used to:

• signal that you’re interested in a specific business opportunity (for example, a supply contract, distribution deal, commercial lease, procurement process, or partnership);
• summarise who you are and what you can offer; and
• outline the key commercial terms or assumptions you’d like to discuss (without finalising the deal).

In Australia, EOIs are commonly used when:

• a customer runs a tender or procurement process;
• a potential partner wants to “test fit” before committing to a full agreement;
• a business opportunity is competitive and you need to put your best case forward quickly; or
• the parties want to agree on high-level concepts before spending time and money on detailed documentation.

EOIs sit on a spectrum. At one end, you have a simple “we’re interested, let’s talk” letter. At the other end, you have something closer to a term sheet or heads of agreement that may include pricing, timelines, exclusivity, and other major deal points.

That’s why it’s so important to be intentional about wording and structure - especially if your EOI is being used to start a partnership or long-term relationship.

When Should You Use An EOI (And When Should You Use A Different Document)?

Before you draft an expression of interest (EOI), Australian businesses should ask one key question: What do you want this document to achieve?

When An EOI Is A Good Fit

An EOI is often a good fit when you want to:

• introduce your business and capability in a structured way;
• respond to a request for EOIs (common in procurement processes);
• outline proposed commercial terms at a high level;
• invite the other party into negotiations; and
• reserve the right to do due diligence and negotiate a final agreement.

When You Might Need A Different Document

Depending on the situation, you might be better off with:

• a Memorandum of Understanding if you want to record a framework for collaboration (often still non-binding, but more structured);
• a Heads of Agreement or term sheet if you want to agree key deal terms before lawyers draft the long-form contract;
• a Non-Disclosure Agreement if confidential information will be shared early; or
• a proper contract (like a supply agreement, service agreement, distribution agreement, or joint venture agreement) once you’re ready to commit.

In many deals, you’ll use more than one document as you move from “initial interest” → “commercial alignment” → “binding contract”.

What To Include In An EOI For Business Opportunities And Partnerships

A strong EOI is clear, specific, and easy to assess. Even if it’s not intended to be binding, it should still feel professional and commercially realistic.

Here’s what we usually recommend including.

1. The Opportunity You’re Responding To

Start by clearly identifying what you’re expressing interest in. For example:

• the project name or reference number (if it’s a tender);
• the site/location (if it’s a premises opportunity);
• the proposed partnership concept; and
• the parties involved (as accurately as possible).

This avoids misunderstandings and helps the recipient match your EOI to the right opportunity internally.

2. A Snapshot Of Your Business

Keep this short, but meaningful. You’re aiming to answer: “Why should we take you seriously?”

You might include:

• legal entity name and ABN/ACN details (if relevant);
• how long you’ve been operating;
• your core products/services;
• your team size and key personnel; and
• your track record (projects delivered, clients served, industries supported).

If the opportunity is partnership-based, it can help to briefly explain your structure and decision-making (for example, whether approvals need director or shareholder sign-off). Where relevant, documents like a Company Constitution can affect how and when your business can enter into major deals.

3. Your Proposed Approach Or Partnership Model

This is the heart of the EOI: what you’re offering and how it works in practice.

For a business opportunity, that might include:

• your methodology (how you’d deliver the work);
• timeline assumptions;
• key deliverables and milestones; and
• who does what (your team vs their team vs third parties).

For partnerships, it often helps to be specific about the collaboration model, for example:

• referral partnership (lead-sharing with agreed fees);
• co-branded offering (joint marketing and shared delivery);
• distribution/reseller arrangement; or
• joint venture with shared risk and reward.

If you’re effectively proposing a joint venture, you’ll usually need to move beyond an EOI and later capture the arrangement in a proper agreement (because issues like control, liability, IP ownership, and exit terms can get complicated quickly). In some cases a Joint Venture Agreement (or a similar tailored arrangement) is what makes the collaboration workable long term.

4. Commercial Terms (High Level)

You don’t need to include every commercial detail, but you should include enough to show you’ve thought it through.

Depending on the deal, your EOI may cover:

• pricing model (fixed fee, retainer, milestone payments, revenue share, margin, commission);
• an indicative budget range (if exact pricing comes later);
• payment terms assumptions (for example, 7/14/30 days);
• proposed contract term (6 months, 12 months, 3 years);
• renewal or extension concept; and
• any key conditions (minimum order quantities, performance thresholds, or exclusivity).

If commission or revenue share is part of the opportunity, it’s worth being very clear on how it’s calculated - ambiguity here is a common source of disputes later. A tailored Commission Agreement can be the next step once both sides are aligned.

5. Capability Evidence (Without Overloading The Reader)

EOIs are usually assessed quickly. Attachments can help, but keep them relevant.

Consider including:

• short case studies (1 page each);
• references or testimonials (if appropriate);
• licenses/certifications or compliance credentials (if the industry expects it);
• high-level resourcing plan; and
• work health and safety approach (if you’ll be on-site or managing risk).

Just make sure you can back up what you claim. In Australia, statements that are misleading or deceptive (even unintentionally) can create legal exposure under the Australian Consumer Law.

6. Your Proposed Next Steps

Close your EOI by making it easy to progress. For example:

• offer times for a meeting or call;
• list what information you need from them to prepare a final proposal;
• suggest a timeline for due diligence and documentation; and
• name who will be the main point of contact on your side.

How To Keep Your EOI Clear, Credible, And Legally Safe

This is where many EOIs go off track: the document is either so vague that it’s useless, or so detailed that it starts to look like a binding contract.

Here are some practical ways to strike the balance.

Use “Non-Binding” Language (But Don’t Assume That’s Enough)

Many EOIs include a line like “This EOI is non-binding.” That’s a good start - but it’s not always the whole story.

In contract law, whether something is binding depends on factors like:

• whether the parties intended to be bound;
• whether key terms are sufficiently certain; and
• whether the document looks and reads like a final deal (including how the parties behave after it’s signed or sent).

So if your EOI includes detailed terms, reads like an agreement, and the parties begin acting on it, it may be treated (in whole or in part) as binding despite “non-binding” labels. This is one reason it’s smart to get a lawyer to review EOIs used for major commercial arrangements.

Be Careful With Exclusivity And “Lock-Out” Promises

Exclusivity is a classic “commercial ask” in partnerships - for example, “We want to be your exclusive supplier in Sydney for 12 months.”

But exclusivity can be commercially significant and may create obligations you didn’t intend if the wording is too firm.

If you want to raise exclusivity in an EOI, you can:

• frame it as a proposal subject to negotiation;
• limit it to a short evaluation period (if appropriate); and
• make it conditional on agreed performance criteria and a signed agreement.

If exclusivity is essential, consider documenting it properly (even before the main contract) to ensure it’s enforceable and clearly defined. A well-drafted term sheet or heads of agreement can help avoid misunderstandings here.

Don’t Overshare Confidential Information Without Protection

Partnership EOIs often require you to reveal pricing models, customer segments, or operational processes. That can be risky if the other party is also talking to competitors.

If you need to share sensitive information early, it’s usually wise to put an NDA in place first. A Mutual Non-Disclosure Agreement can be useful where both sides will be sharing confidential information.

Align Your EOI With Your Real Delivery Capabilities

It’s tempting to say “yes” to everything in an EOI, especially if the opportunity is competitive. But overpromising can cause big issues later.

From a legal and relationship standpoint, you want the other party to trust that:

• your timelines are realistic;
• your pricing assumptions make sense; and
• your resourcing plan matches what you can actually deliver.

If you later need to renegotiate because the EOI was too optimistic, that can slow down the deal and damage trust.

Common Legal Issues Businesses Miss In EOIs (And How To Address Them Early)

An expression of interest (EOI) Australian businesses use for partnerships can raise legal issues earlier than you might expect - especially around IP, privacy, liability, and who owns what.

Here are some common blind spots to consider.

Intellectual Property (IP): Who Owns What You Create?

If your EOI involves co-developing a product, brand, software, content, or marketing materials, it’s worth flagging IP early.

Questions to think about include:

• Who owns pre-existing IP each party brings in?
• Who owns new IP created during the collaboration?
• Does either party get a licence to use the other party’s IP?
• What happens to IP if the partnership ends?

You don’t need to fully solve this in the EOI, but you should avoid language that accidentally gives away ownership. In many collaborations, an IP clause (or even a separate IP licence or assignment) becomes a key part of the final agreement.

Privacy And Data: Are You Sharing Customer Information?

If the opportunity involves sharing customer details, marketing lists, lead data, or access to a system, privacy compliance should be on your radar early.

In Australia, the Privacy Act 1988 (Cth) sets rules around collecting, using, storing, and disclosing personal information (including the Australian Privacy Principles). If your partnership model involves sharing data between businesses, you should make sure you’re both aligned on:

• what data will be shared and why;
• whether customers have been told (and whether consent is needed);
• how the data will be secured; and
• what happens if there is a privacy incident or breach.

If you collect customer information online, you’ll often need a Privacy Policy that accurately describes how you handle that information - especially if partnership arrangements change how data is used.

Liability And Risk: What Happens If Something Goes Wrong?

Even if you’re just at EOI stage, it’s smart to consider risk allocation so you’re not blindsided later.

For example:

• If you’re recommending customers to a partner, who is responsible if the customer suffers loss?
• If you’re delivering services jointly, who carries the warranty obligations?
• If one party causes a delay, who bears the cost?

Often, the EOI can simply say that liability allocation and limitation of liability clauses will be negotiated in the final agreement. That small sentence can signal commercial maturity and prevent assumptions from forming too early.

People And Resourcing: Are Staff Or Contractors Involved?

If your EOI is proposing you’ll scale delivery by bringing on staff or contractors, make sure your internal setup is ready for that.

For example, if you’ll be hiring, you’ll want proper Employment Contract documents and a clear understanding of payroll and employment law obligations. If you’ll use contractors, you’ll want contractor agreements that clearly set expectations and IP ownership.

This isn’t about loading your EOI with employment detail - it’s about ensuring what you’re proposing is actually executable.

Expression Of Interest (EOI) Template Structure You Can Use

If you’re staring at a blank page, this structure is a simple and reliable starting point. You can adapt it whether you’re responding to a tender or pitching a partnership.

Suggested EOI Layout

1. Header: Date, recipient details, your business details
2. Subject Line: “Expression of Interest – [Opportunity Name]”
3. Introduction: What you’re expressing interest in and why you’re a fit
4. About Your Business: Short capability overview
5. Proposed Scope / Partnership Model: What you propose, who does what
6. Commercial Outline: Indicative pricing, term, assumptions
7. Key Assumptions & Conditions: Dependencies, due diligence, approvals
8. Confidentiality: Confirm NDA or propose one if needed
9. Non-Binding Statement: Clarify intent and next steps
10. Next Steps: Meeting, timeline, contact person
11. Attachments: Case studies, capability statement, references

A Note On “Non-Binding” Clauses

If your EOI includes terms that you do want to be binding (for example, confidentiality, exclusivity during negotiation, or a commitment to negotiate in good faith), you should be very clear about which clauses are intended to be binding and which are not.

This is a common approach in commercial documents: some parts are binding, others are expressly not. But the wording needs to be done carefully, because mixed-intent documents can create confusion if they’re not drafted cleanly.

Key Takeaways

• An expression of interest (EOI) Australian businesses use is usually a first-step document to outline interest and capability without immediately entering a final, binding contract.
• A good EOI clearly identifies the opportunity, summarises your business, explains your proposed approach, and sets out high-level commercial terms and next steps.
• Be careful with wording - an EOI that reads like a final agreement (or includes overly firm promises) can create legal and commercial risk.
• If you’ll be sharing sensitive information, it’s often smart to put confidentiality protections in place early, such as a Mutual Non-Disclosure Agreement.
• Partnership EOIs should flag key issues like IP ownership, privacy/data sharing under the Privacy Act 1988 (Cth), and risk allocation so you don’t build the relationship on assumptions.
• For bigger opportunities, it’s worth having a lawyer review the EOI (and any heads of agreement or term sheet) so you’re protected from day one.

Disclaimer: This article is general information only and does not constitute legal advice. Whether an EOI is binding depends on the specific wording and circumstances, so you should get advice tailored to your situation.

If you’d like help drafting or reviewing an EOI, negotiating key commercial terms, or preparing the right agreement for your new opportunity, you can reach us at 1800 730 617 or team@sprintlaw.com.au for a free, no-obligations chat.