General legal information about contracts under the law of England and Wales, not legal advice. Take independent legal advice before signing.
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Specimen heads of terms (England and Wales)

This specimen shows how a heads of terms under the law of England and Wales is usually structured and what the key clauses look like, in the house style that Be Contract Wise uses.

Specimen only — not for use. It is deliberately generic and incomplete. A real agreement must reflect your own deal; Be Contract Wise drafts one tailored to your answers, free.
HEADS OF TERMS

This Heads of Terms is made this [  ] day of [insert month] [insert year] between:

THE PARTIES:

(a)[PARTY 1 NAME] LIMITED, a company incorporated in England and Wales with company number [number], whose registered office is at [address] (the “[Short name]”)

(b)[PARTY 2 NAME] LIMITED, a company incorporated in England and Wales 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

1.Definitions and Interpretation

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.

2.Status

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.Key Terms

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.

4.Exclusivity

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.

5.Costs

Each party shall bear its own costs in connection with the Transaction, whether or not it proceeds.

6.Notices

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.

7.Counterparts

This Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

8.Governing Law

This Agreement shall be governed by and construed in accordance with the laws of England and Wales.

Execution

This Agreement has been entered into on the date stated at the beginning of it.

Signed by ______________________________

(print name of director or authorised signatory)

for and on behalf of [PARTY 1 NAME] LIMITED

Signature: ______________________________

Date: ______________________________

Signed by ______________________________

(print name of director or authorised signatory)

for and on behalf of [PARTY 2 NAME] LIMITED

Signature: ______________________________

Date: ______________________________

Schedule

[Details of the heads of terms: parties' particulars, description, price and timetable.]

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Specimen prepared 2026-09-24. General legal information, not legal advice.