These Heads of Terms (Share Sales), which are also know as Heads of Agreement can be used when a buyer and seller have agreed the principal terms of the agreement and wish to put this in writing to avoid future misunderstandings and identify any pitfalls at an early stage of negotiations. This will avoid wasting time and costs. Most heads of terms will not be legally binding but it is quite common for some terms, such as confidentiality, to be an exception. These Heads of Terms (Share Sales) are a fairly standard set of terms for a share sale.
Optional phrases / clauses are enclosed in square brackets. These should be read carefully and selected so as to be compatible with one another. The most important example is whether the there is one Seller or multiple Sellers and also whether the company being sold has subsidiaries. Unused options should be removed from the document.
These Heads of Agreement include an outline of the price and payment terms, warranties and their qualifications, non-solicitation and non-competition restrictions that will apply after completion and the release of the Seller(s) from guarantees. An anticipated completion date is also mentioned. The clauses relating to confidentiality, responsibility for costs and the due diligence procedure are specifically stated to be legally binding.
These Heads of Agreement are in open format. Either enter the requisite details in the highlighted fields or adjust the wording to suit your purposes.
Once you have purchased access to the appropriate document folder click on the “Download Document” button below. You will be asked what you want to do with the file. It is recommended that you save the document to a location of your choice prior to viewing.