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Specimen heads of terms (Scotland)
This specimen shows how a heads of terms under Scots law is usually structured and what the key clauses look like, in the house style that Be Contract Wise (Scotland) uses.
This Heads of Terms is made this [ ] day of [insert month] [insert year] between:
(a)[PARTY 1 NAME] LIMITED, a company incorporated in Scotland with company number [number], whose registered office is at [address] (the “[Short name]”)
(b)[PARTY 2 NAME] LIMITED, a company incorporated in Scotland with company number [number], whose registered office is at [address] (the “[Short name]”)
together herein referred to as the “Parties” or individually as a Party
In this Agreement, the following definitions apply:
“Agreement” means this agreement including its Schedule.
“Transaction” means the proposed transaction described in these heads of terms.
These heads of terms record the parties' current intentions and are not legally binding, except for the clauses headed Exclusivity, Confidentiality and Costs, which are binding.
3.1The parties currently intend that the price for the Transaction will be as set out in the Schedule, payable on completion.
3.2Completion is currently intended to take place by the date set out in the Schedule.
For 60 days from the date of these heads of terms, the seller shall not negotiate with any other person about a transaction similar to the Transaction.
Each party shall bear its own costs in connection with the Transaction, whether or not it proceeds.
Any notice under this Agreement shall be in writing and delivered by hand, by pre-paid first-class post or by email to the address of the recipient set out in this Agreement, or such other address as it notifies.
This Agreement may be executed in any number of counterparts and by each of the parties on separate counterparts. Where executed in counterparts, this Agreement shall not take effect until each of the counterparts has been delivered in accordance with the Legal Writings (Counterparts and Delivery) (Scotland) Act 2015.
This Agreement shall be governed by and construed in accordance with the law of Scotland.
IN WITNESS WHEREOF these presents, consisting of this and the preceding pages together with the Schedule annexed, are executed as follows:
SUBSCRIBED for and on behalf of [PARTY 1 NAME] LIMITED
at ______________________________ (place)
on ______________________________ (date)
by ______________________________ (print full name)
Director / Secretary / Authorised Signatory
Signature: ______________________________
in the presence of this witness:
Signature of witness: ______________________________
Full name of witness: ______________________________
Address of witness: ______________________________
SUBSCRIBED for and on behalf of [PARTY 2 NAME] LIMITED
at ______________________________ (place)
on ______________________________ (date)
by ______________________________ (print full name)
Director / Secretary / Authorised Signatory
Signature: ______________________________
in the presence of this witness:
Signature of witness: ______________________________
Full name of witness: ______________________________
Address of witness: ______________________________
[Details of the heads of terms: parties' particulars, description, price and timetable.]
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Draft mine — freeRead the guideSpecimen prepared 2026-09-24. General legal information, not legal advice.