Heads of Terms

What Are Heads of Terms and Why Do They Matter?

Heads of Terms, sometimes known as a term sheet or memorandum of understanding, are not usually legally binding. However, they set out the framework of a deal in principle. This includes price, payment terms, roles and responsibilities, and any conditions that must be met before a final agreement is signed.

If you’re progressing toward a merger or acquisition, joint venture, or shareholder agreement, Heads of Terms can prevent wasted time by highlighting deal-breakers early on.

Our Heads of Terms Services

Drafting the Initial Framework

We’ll prepare a tailored document outlining the key elements of your proposed agreement. This allows everyone to assess whether the commercial terms are workable before committing to a full contract.

Aligning Expectations

We help ensure both sides have a shared understanding of roles, timelines, financials, and other crucial terms. This reduces friction and increases confidence as the deal progresses.

Negotiation Support

Our team brings legal and commercial insight to the table. We guide you through negotiations and highlight where terms may need to be tightened or clarified, working alongside our commercial negotiation team where needed.

When Should You Use Heads of Terms?

  • Starting discussions for a company sale or purchase

  • Entering a strategic business partnership

  • Agreeing on early-stage investment

  • Aligning terms before drafting a formal commercial contract

Even if the agreement is non-binding, having key points in writing helps reduce risk and shows intent to proceed seriously.

Why Work with Jamieson Law
  • Experienced corporate lawyers with commercial understanding
  • Heads of Terms drafted in plain English, not legal jargon
  • Clear guidance on which clauses should be binding
  • Fixed-fee packages available for drafting and review

Need to draft or review Heads of Terms?
Get in touch with Jamieson Law to make sure your next deal starts on solid ground.

From our clients
"I found Jamieson Law because of their podcast and signed up for a 15-min free consultation via the website. Babs took her time to understand my business, what I do, and where I needed help. Communication was fantastic throughout the process and the turnaround was fast. I highly recommend the company and the excellent service they provide. It has been a pleasure working with them."

Innovative Business Solutions

At Jamieson Law, we understand that navigating the complex world of corporate law is crucial for the success and growth of your business. Our experienced team is here to provide expert guidance and support across a wide range of corporate legal matters.

Whether you are looking to expand by acquiring another business or planning to sell your own, our team can guide you through every step of the process. We can provide detailed due diligence, draft and negotiate your sale agreements, thereby facilitating a smooth transaction.

Entering a business partnership requires clear, legally binding agreements to define each partner’s role, responsibilities, and share of profits. We draft partnership agreements that set the foundation for a successful business relationship. 

When collaborating with another business, a well-structured joint venture agreement is essential. Our team will help you outline the terms of your joint venture, including contributions, management and profit-sharing. 

Well drafted heads of terms can provide a preliminary framework and outline the key terms of the proposed transaction. This helps to align expectations and pave the way for a smoother negotiation and completion process.

The articles of association are crucial for defining the rules and regulations that govern your company’s operations. We’ll draft and review your articles to ensure they’re compliant and support your company’s objectives and governance. 

Balancing the interests of shareholders and the business owner is crucial for sustainable, positive business growth.  We draft agreements that clearly define the rights and responsibilities of all parties. 

Conducting due diligence is important when entering any major business transaction. The Jamieson Law team will review financial records, legal documents, and other critical information to identify potential risks, providing you with the information you need to make informed decisions.