Heads Of Terms (commercial transaction) (B2B)

Heads Of Terms (commercial transaction) (B2B)


This document should be used where two parties have begun negotiations but haven’t entered into any formal agreements.

They are used to outline the terms of a commercial transaction where certain terms or aspects of the deal have been agreed in principle during initial discussions or negotiations.

These Heads of Terms are not legally binding (unless expressly specified) and neither party is compelled to enter into an agreement on the terms in the Heads of Terms, or at all.


  • What has already been agreed between the two parties?
  • When is the agreement going to be signed? Does it give both parties a reasonable time to negotiate terms?
  • Has a separate confidentiality agreement been entered into?
  • What is a reasonable period of time for non-solicitation of employees and customers?
  • How long should the exclusivity period last? Who else needs to comply with the exclusivity agreement (i.e. members of the group, employees, etc.)
  • What other costs can be anticipated that should be covered by the indemnity?
  • Are the parties going to be able to assign their rights under the Heads of Terms?

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