Jurisdiction(s):
United Kingdom

Related legal acts

Key definition

Heads of terms definition

What does Heads of terms mean? Heads of terms set out the key commercial points the parties agree at the start of a deal to guide negotiation and drafting of the definitive contract. They are also called heads of agreement, memorandum of understanding (MOU), letter of intent, pre‑contract protocol or term sheet. Not defined by legislation, the expression is used across corporate, real estate and commercial contexts. Enforceability turns on intention, wording and conduct. In England & Wales, Northern Ireland and Ireland, heads of terms are typically non‑binding if marked subject to contract, but discrete provisions—such as confidentiality, exclusivity/lock‑out, allocation of costs, and governing law/jurisdiction—can be...

Lease transactions environmental due diligence, liabilities and compliance: contamination, landfills, EPC/MEES, asbestos, flooding, knotweed, waste, permits, USTs, climate and biodiversity (England and Wales)

Published by a LexisNexis Environment expert

Practice notes

Environmental issues to consider

As environmental liabilities can stall or derail transactions, the parties should decide at the Heads of Terms stage whether any environmental matters ought to be raised, such as:

whether the landlord will supply environmental reports (desktop, phase 1s, phase 2s), Asbestos surveys, or fire risk assessments?
who is the asbestos dutyholder, and whether the asbestos register needs updating, an asbestos management plan prepared, or asbestos remedial works undertaken?
whether the landlord’s EPC indicates a need for Energy efficiency improvements?
whether the tenant intends to carry out a phase 1 environmental audit or a phase 2 baseline audit?
whether the tenant requires any environmental permits?
the agreed approach to Contaminated land liabilities—will the landlord take responsibility for existing contamination, and should the tenant be liable for new contamination or for mobilising existing contamination?
whether tenant environmental covenants are required (for example, to clean up pollution spills or to allow the landlord to conduct phase 2 investigations)?...

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Web page updated on 21/05/2026

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