Heads of Terms (commercial contract)

This template is for a Heads of Terms (HoT) agreement between two parties, Party A and Party B, who are looking to establish a business-to-business commercial contract.  The HoT includes both legally binding and non-legally binding terms to aid negotiations towards a formal contract. It covers definitions, exclusivity, confidentiality, termination, announcements, and other clauses essential for clarity and enforceability. The non-binding terms in the document's Heads of Terms (HoT) include provisions that do not create a legally enforceable contract between the parties.  The binding terms include provisions such as payment of a nominal sum by each party, confidentiality agreements, termination conditions, and other essential terms crucial for clarity and enforceability in negotiations. These terms are subject to negotiation and are intended to outline specific commercial matters related to the project under discussion, serving as a basis for further discussions towards a formal contract. Parties to an HoT based on this template are advised to tailor the document to their specific needs, ensuring a structured approach to negotiating key terms. The document is governed by the laws of England and Wales.