Record the key deal points before the long-form contract is negotiated

Heads of terms are often used to capture the commercial deal at a stage where the parties want more structure, but are not yet ready for the full agreement. They can help record the core points such as what is being supplied, how payment works, any timetable, and whether there are special issues like exclusivity, confidentiality or IP ownership. That can expose misunderstandings early. It also gives the later contract drafting a clearer starting position, which is especially helpful where several commercial issues are still moving at once.

That depends on the transaction, but common points include the parties, the subject of the deal, scope, price or fee structure, payment timing, milestones, responsibilities, conditions that still need to be met, and any intended position on confidentiality, exclusivity, liability, intellectual property or termination. Some heads of terms are deliberately short, while others need more detail because the deal is more complex. The aim is not to turn it into the full contract. It is to record the commercial shape of the transaction clearly enough that the next drafting stage starts from the right place.

A standard form can sometimes help with layout, but heads of terms are most useful when they reflect the actual bargain being discussed. Generic wording often leaves important points vague, such as staged payments, deliverables, service levels, exclusivity periods, liability assumptions or what happens if negotiations stop. Those gaps can create friction when the full agreement is prepared. Tailoring usually depends on the type of deal, how settled the commercial terms already are, and whether one side has circulated wording that favours its own position. If the deal has unusual moving parts, custom drafting is usually the safer route.

Yes. If the other side has already circulated a draft, we can review it and suggest changes so it better matches your commercial position. This is often valuable where the document looks simple but includes loaded wording on exclusivity, payment triggers, liability caps, ownership of work product or exit rights. We can also identify points that are missing altogether, such as service levels or conditions that should be satisfied before the deal moves forward. If the draft is too one-sided or too unclear, it may be more efficient to produce a revised version instead of marking up the original.

Often only certain parts are intended to be binding, if any. For example, parties may want confidentiality, exclusivity, costs or governing law wording to have legal effect, while the wider commercial points remain non-binding until the full contract is signed. The wording matters because a document meant as a negotiation tool can create obligations if it is not framed carefully. As part of the drafting or review, we can help distinguish between clauses that should carry legal effect and clauses that should remain statements of commercial intent. That distinction is one of the main reasons businesses ask for legal input here.

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