Does a non-binding LOI still protect confidential terms I shared to negotiate it?

Only if the LOI, or a separate agreement, actually contains a confidentiality provision — being "non-binding" on price and deal structure doesn't automatically mean information you shared is unprotected, but it also doesn't automatically mean it is. Confidentiality is exactly the kind of clause commonly drafted to remain binding even while the rest of the LOI isn't, precisely because both sides expect to exchange sensitive information before knowing whether a deal will actually happen.

The trap is assuming confidentiality is protected just because it "should be," given how sensitive business information usually is. If your LOI doesn't actually include a confidentiality clause, and you didn't sign a separate non-disclosure agreement before sharing information, there may be no specific contractual protection at all — general expectations of discretion aren't the same as an enforceable obligation.

Before sharing anything genuinely sensitive during a negotiation, confirm there's an actual confidentiality clause in place, whether inside the LOI or as a standalone agreement, rather than assuming the non-binding label covers you. A Treadstone business lawyer can check what you've actually signed, or help put a confidentiality agreement in place before you share more.