What it is
Heads of terms (sometimes called a letter of intent or offer letter) set out the key points of a deal before lawyers draft the full contracts: price, how it is paid, timing and any conditions.
Most of it is not binding
Usually only confidentiality and exclusivity clauses are legally binding. The price and terms can still change after due diligence, which is why the quality of the buyer matters as much as the headline number.
Exclusivity
Buyers often ask for a period where you talk only to them. Keep it short, typically four to eight weeks, and make sure it ends if they stop progressing.
What to check before signing
Is the price fixed or subject to adjustment? How much is deferred and on what terms? What happens to staff? Who pays whose costs if the deal falls through? Your solicitor should read it before you sign.
Put it into practice
General guidance only, not legal, tax or financial advice.
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