Expressions Of Interest (EOI): What Businesses Should Know

If you’ve spent any time around commercial property, procurement or larger projects in Australia, you’ve probably seen “Expressions of Interest” (EOIs). They’re a simple way to say “we’re keen to talk” - but the detail matters.

Handled well, an EOI can help you test the market, get shortlisted for a major opportunity, or start discussions on the right foot. Handled poorly, it can create confusion, accidental commitments, or missed chances.

In this guide, we’ll break down what EOIs are (and aren’t), when they’re used, the legal nuances to watch, and practical tips for writing a strong EOI - including a short property template you can adapt. We’ll also cover the contracts and policies that help protect your interests as you move from “interest” to a binding deal.

By the end, you’ll know how to approach EOIs with confidence - and where it’s worth getting tailored legal help so you can focus on growing your business while we take care of the legal details.

What Is An Expression Of Interest (EOI)?

An Expression of Interest (EOI) is a formal statement that you’re interested in a proposed opportunity and want to take part in the next stage. It’s commonly used before detailed negotiations or full bids are invited.

You’ll see EOIs in:

• Commercial property - a prospective buyer or tenant sends an EOI to show serious interest, often ahead of a formal offer or lease negotiation.
• Business deals and projects - a company invites EOIs to identify capable partners or suppliers, then shortlists respondents for detailed proposals.
Government procurement - agencies run an EOI to gauge market capability and shortlist respondents before a Request for Tender (RFT) or Request for Proposal (RFP).

Think of an EOI as a door-opener. It signals genuine interest and gives the organiser enough information to decide who should proceed to the next step. On its own, it usually doesn’t create a final deal - that comes later through a contract, lease or other binding agreement.

How And When Are EOIs Used In Business?

EOIs are popular because they help both sides manage time, cost and risk early on.

• Shortlisting - organisers can screen capability, experience and fit before inviting detailed bids or offers.
• Market testing - owners can gauge appetite and likely terms without committing to a full sale or tender process.
• Structured negotiations - you can identify “serious” parties first, then invest effort where it counts.
• Confidentiality controls - sensitive information can be held back until after a shortlist is formed and appropriate protections are in place.

In property campaigns, an EOI can indicate your intended use and commercial parameters before a formal offer. In procurement, an EOI lets agencies test capacity and refine scope so later request documents (like an RFT) are realistic and targeted.

Key point: each organiser sets their own rules. Always read the EOI invitation carefully - it should state what to include, how to submit, any evaluation criteria and what happens next.

Are EOIs Legally Binding In Australia?

Most of the time, an EOI is not a binding contract to do the deal. It’s a statement of interest and a basis for further discussions, due diligence and (if shortlisted) a detailed proposal or contract.

However, there are important nuances and exceptions:

• Binding provisions inside a “non‑binding” EOI - many EOIs include clauses that are intended to bind, such as confidentiality, costs of participation, exclusivity/standstill for a short period, or obligations to negotiate in good faith.
• Wording that looks like a final offer - if you write “we agree to buy X for $Y on these terms,” it may be construed as a binding offer. Use cautious language if you intend the EOI to be indicative only.
• Deposits at EOI stage - in commercial practice, deposits are uncommon at the EOI stage. Where they are requested (more likely in some property contexts), ensure the refundability and trust arrangements are crystal clear in writing before paying anything.
• Procurement “process contracts” - in government and some private procurement, the EOI/RFT documentation can create a separate “process contract” (sometimes called Contract A) that obliges the organiser to run the process as stated (e.g. adhere to timelines, evaluation rules). That’s different to the ultimate supply or services contract (Contract B) that may follow.
• Tenders vs proposals - later-stage tenders are not automatically binding either. Whether a tender submission is an offer capable of acceptance depends on the request documents and the parties’ intention. Many processes make it clear no binding contract exists until a formal agreement is executed.

The safest approach is to state clearly that your EOI is non-binding and subject to full due diligence, approvals and execution of a final contract. If you’re responding to someone else’s EOI, check for any binding clauses so you know exactly what you’re committing to during the process.

If you’re unsure, it’s wise to arrange a quick contract review before you submit or sign anything.

How To Write An EOI (With A Property Example)

You don’t need to overcomplicate your EOI. Aim for clear, concise and complete. Here’s a simple approach you can adapt to most opportunities.

1) Understand The Instructions

Confirm what the organiser is asking for and how they’ll use it. Check submission deadlines, formatting, page limits and any mandatory information (e.g. ABN, company details, references or financial capacity).

2) Introduce Your Business And Intent

Open with who you are, what you do and why you’re interested in the opportunity. One or two short paragraphs is enough.

3) Cover Capability And Fit

• Relevant experience, projects and results.
• Operational capacity and key personnel.
• Any differentiators or value you bring.
• For collaborations, explain roles and structure - if you’re teaming up, you may later need a joint venture or partnership arrangement documented.

4) Outline Commercial Parameters (Indicative)

At EOI stage, keep numbers indicative unless the process asks for firm pricing. Make it clear your EOI is subject to due diligence, internal approvals and final contract terms.

5) Set Conditions And Approvals

State any conditions clearly (e.g. subject to finance, board approval, site inspections, regulatory approvals, or third‑party consents). Avoid language that looks like an unconditional commitment.

6) Address Confidentiality And Process

If you’re sharing anything sensitive, ask the organiser to confirm confidentiality or sign a Non-Disclosure Agreement first. If the process documents include confidentiality terms, confirm you accept those.

7) Submit And Follow Up Professionally

Send your EOI as instructed and request acknowledgement of receipt. If there’s no response after the stated timeframe, a polite follow‑up is appropriate.

Property EOI: Short Template You Can Adapt

Subject: Expression of Interest – 

Dear ,

We wish to express our interest in  . 
 (ABN ) operates  and proposes to use the property for .

Indicative commercial terms:
• Purchase price/lease terms:  (indicative)
• Conditions: subject to due diligence, finance, internal approvals and execution of a formal contract

This EOI is non-binding and provided to assist discussions. 
Please let us know next steps and any further information required.

Kind regards,

For property opportunities, it’s also sensible to have any later draft lease reviewed before you sign. If you’re shortlisted, consider a quick commercial lease review to check rent review mechanisms, outgoings, make-good and other key terms.

What Documents Should You Use Around An EOI?

The EOI itself is just the start. The documents below help protect your position as you progress to shortlisting, due diligence and final negotiations.

• Non-Disclosure Agreement (NDA) - protects confidential information while you explore the opportunity and exchange sensitive details. Use a mutual NDA if both sides are sharing information. You can arrange an NDA quickly via our Non-Disclosure Agreement service.
• Heads Of Agreement - a short document that records the key commercial points agreed in principle (e.g. price range, scope, timelines), plus any binding process items like exclusivity. It can reduce misunderstandings before lawyers draft the final contract. See our Heads of Agreement offering.
• Collaboration Structure - if you’re bidding with partners, decide whether you’re forming a joint venture or partnership and document how decisions, contributions and profits are handled. This is where the differences between a joint venture vs partnership matter.
• Final Contract - the binding document that gives effect to the deal (e.g. services agreement, supply agreement, contract of sale, development agreement, lease). If you’re handed a draft, a targeted contract review can flag risks and negotiation points early.
• Privacy Policy - if you’re collecting personal information from respondents (for example, via an online EOI form), you should publish a clear Privacy Policy explaining how that information is handled. Under the Privacy Act, some small businesses must comply (for example, health providers, credit reporting bodies or those that trade in personal information), and APP entities (generally those earning more than $3 million) are required to have a compliant policy. Even if you’re below the threshold, it’s best practice and builds trust.
• Founders/Investment Documents - if you win the opportunity and will scale up with co‑founders or investors, put the house in order early with a Shareholders Agreement and company constitution updates so decision‑making and ownership are clear.

Not every opportunity needs every document, but most EOI processes benefit from at least an NDA up front and a concise Heads of Agreement once you’re shortlisted.

Practical Tips To Manage Risk

• Use clear labels - state your EOI is “non‑binding and subject to contract, due diligence and approvals.”
• Avoid accidental offers - prefer “we would propose” or “indicative terms” over “we agree” or “we will.”
• Control confidentiality - don’t share sensitive information until an NDA is in place or the process terms provide equivalent protection.
• Check process rules - in procurement, the process itself can be enforceable. Read the EOI/RFT conditions carefully.
• Be specific about deposits - if any payment is requested at EOI stage, confirm whether it’s refundable, where it is held, and the release triggers.
• Track approvals and conflicts - note any board/owner approvals required on your side, and disclose conflicts of interest if the process asks for them.

Key Takeaways

• An Expression of Interest (EOI) is an early, structured way to show you’re interested in an opportunity; it usually isn’t a binding contract to proceed.
• Watch for binding clauses inside EOI materials (confidentiality, costs, exclusivity, good faith), and avoid wording that looks like a final, unconditional offer.
• In procurement, the process itself can create obligations (a “process contract”) separate from any final supply or services agreement.
• Keep EOIs clear and concise: state your capability, indicative commercial parameters and conditions, and label the EOI as non‑binding and subject to contract.
• Protect your position with the right documents at the right time - an NDA early, a Heads of Agreement when shortlisted, and a carefully reviewed final contract.
• If you’re collecting personal information through an EOI form, publish a clear Privacy Policy and check your obligations under the Privacy Act.

If you’d like a consultation about preparing, responding to or running an Expression of Interest process, you can reach us at 1800 730 617 or team@sprintlaw.com.au for a free, no‑obligations chat.