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 M&A asset purchase (business and assets) — subject to contract — England and Wales

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Precedents

Heads of Terms—private M&A—asset purchase Strictly private and confidential

To: [ Insert potential seller name ] [ Insert potential seller address ] (the Seller)
FAO: [ Insert name of relevant contact at the potential seller ]
Date: [ insert date ]

Subject to contract

Dear [ Insert name of relevant contact at the potential seller ],

Proposed acquisition of the business of [ insert description of the business to be acquired ] (the Business) and assets (the Assets) of [ insert potential seller name ] (the Seller)

Introduction
1. Following our recent discussions, this letter details the key terms and conditions on and subject to which we, [ insert buyer name ] or another member of our group of companies (the Buyer), intend to acquire the Business and the Assets from the Seller (the Proposed Acquisition). Each of the Seller and the Buyer is a party and, together, they are the parties.
2. The terms set out in this letter are not exhaustive and [, save for paragraphs 8.3, 9, 10, 11 and 12,] are subject to contract and are not intended to create legally binding obligations between the parties...

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Web page updated on 22/05/2026

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