This is a template for a non-binding Head of Terms for a sale of shares in a private company.
The Heads of Terms template is a crucial preliminary agreement that outlines the principal terms and conditions under which the Buyer proposes to acquire the entire issued share capital of the Company from the Seller. This template serves as a guide to streamline the transaction process, minimise misunderstandings, and establish a clear path forward for both parties. This document is non-binding and subject to contract, providing flexibility in negotiations, risk mitigation, and cost management while ensuring legal clarity. The Heads of Terms template covers key matters including the proposed acquisition terms, price and payment details, due diligence requirements, necessary approvals and consents, timing and transaction documents, confidentiality, non-binding nature, cost responsibilities, restrictive covenants, and governing law and jurisdiction.
Note: This publication does not necessarily deal with every important topic, nor cover every aspect of the topics with which it deals. Templates do not include or provide legal or other advice to users. They are designed to provide a head-start to the development of a commercial agreement and are not the finished article. They require careful reading, analysis and customisation in order to meet the particular needs of the parties to the document.
All templates and other documents downloaded from this website are subject to our Terms of Sale.
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