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...

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Precedent heads of terms for non-leveraged institutional equity investment (preferred shares; optional loan notes) - English law

Precedents
imgtext

[ On the Investor’s letterhead ]

Strictly private and confidential

[ insert company name ]

[ insert company address ]

[ insert Founder names ]

[ insert contact address of Founders ] (Founders)

Date: [ insert date ]

SUBJECT TO CONTRACT

Dear Directors and Founders,

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

1 Introduction

1.1 Further to our recent discussions, this letter describes the principal terms and conditions upon, and subject to, which we have agreed to make an investment in the Company as set out herein (Proposed Investment).

1.2 The provisions of this letter are not comprehensive and, save for this paragraph 1.2 and paragraphs 12, 13, 14, 15 and 16, are subject to contract and are not intended to create legally binding obligations between the parties. No party to this letter will be bound to proceed with the Proposed Investment unless and until a formal written subscription and shareholders’ agreement has been entered into...

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Web page updated on 22/05/2026

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