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...

Heads of Terms for Private Equity Investment in MBO/MBI with Senior Debt, Share Rights and Investor Protections (England and Wales)

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Precedents

[ On letterhead of the Investor ]

Strictly private and confidential

[ insert Manager names ]
[ insert contact address of Managers ] (Managers)

Date: [ insert date ]

Subject to contract

Dear Managers,

Proposed investment in [ insert name and registered number of company ] (Company)

1 Introduction

Following our recent conversations, this letter outlines the key terms and conditions on and subject to which we have agreed to invest with you in the Company (the Proposed Investment).
The provisions in this letter are not comprehensive and, save for this paragraph 1.2 and paragraphs 14, 15, 16, 17 and 18, are subject to contract and are not intended to create legally binding obligations between the parties. No party to this letter will be legally bound to proceed with the Proposed Investment unless and until a formal written [ Share purchase agreement OR asset purchase agreement ] has been executed...

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Web page updated on 22/05/2026

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