Jurisdiction(s):
United Kingdom
United Kingdom
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...
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Precedent heads of terms: corporate joint venture company (England and Wales) covering structure, due diligence, reserved matters, share transfers, deadlock, termination, confidentiality and exclusivity
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Precedents
Date: [ insert date ] subject to contract
1 Introduction
1.1 These heads of terms set out the principal terms and conditions on, and subject to, which [ insert name of first shareholder ] (Party A) and [ insert name of second shareholder ] (Party B) are proposing to enter into and establish a joint venture arrangement to [ insert purpose of joint venture ] (the Proposed Joint Venture). Each of Party A and Party B constitutes a party, and together they comprise the parties.
1.2 The provisions contained in this document are not exhaustive and [ , with the exception of paragraphs 7.2, 8, 9, 10, 11 and 12, ] are subject to contract and are not designed or intended to be legally binding upon the parties. Neither party to this document shall be legally bound to progress the Proposed Joint Venture unless and until a formal written joint venture agreement is entered into.
2 The joint venture
Party A and Party B wish to enter into the Proposed Joint Venture to [ insert purpose of joint venture and intended business and scope ], setting out the intended business activities and scope...
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Web page updated on 22/05/2026
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Date [ date ] Parties [ name of Landlord ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Landlord) [ name of Tenant ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Tenant) [ [ name of Guarantor ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Guarantor) ] [ [ name of Mortgagee ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Mortgagee) ] Definitions Within this Deed, the terms below shall be interpreted as follows: [ Annual Rent • the annual sum reserved under the Lease; ] [ Insurance Rent • the Tenant’s share of the Landlord’s costs of insuring the Property (as set out in the Lease); ] Lease • the lease of the Property dated [ date ], entered into between (1) [ the Landlord OR [ name ...
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