Heads of terms Template for United States

Heads of terms outlines the key points of a future agreement before creating the full contract. It's like a roadmap that Filipino businesses use to capture the main deal points everyone agrees on, making the path to a final contract smoother and clearer.

While not legally binding in most cases under Philippine contract law, these documents help prevent misunderstandings and speed up negotiations. They typically cover essential elements like pricing, timelines, and basic obligations, serving as a practical foundation for lawyers to draft the complete agreement. Many Filipino companies use them for real estate deals, joint ventures, and major business transactions.

Use Heads of terms when negotiating complex business deals in the Philippines, especially for high-value transactions like property developments, corporate mergers, or joint ventures. This preliminary agreement becomes particularly valuable when dealing with multiple stakeholders or when the final contract will take significant time to draft.

It's essential for major deals where you need to lock in key commercial terms early while details are being finalized. Filipino businesses often create these documents during investment negotiations, franchise agreements, or when planning strategic partnerships. They help prevent costly misunderstandings and keep negotiations on track while lawyers prepare the complete documentation.

• Basic commercial Heads of terms: Outlines fundamental deal points for standard business transactions in the Philippines, focusing on price, timeline, and basic obligations
• Property transaction memoranda: Specially structured for real estate deals with sections on title conditions, payment terms, and development requirements
• Joint venture preliminaries: Details ownership splits, management rights, and profit-sharing arrangements between Filipino business partners
• Investment term sheets: Focuses on funding conditions, equity stakes, and investor protections common in Philippine startup deals
• Merger and acquisition frameworks: Covers purchase price mechanisms, due diligence requirements, and key closing conditions

• Business Owners and Executives: Lead negotiations and set key commercial terms for major transactions in Philippine companies
• Corporate Lawyers: Draft and review Heads of terms to ensure alignment with Philippine law and protect client interests
• Investment Bankers: Structure deal terms for mergers, acquisitions, and major financing arrangements
• Property Developers: Negotiate preliminary agreements for large-scale real estate projects and joint developments
• Business Brokers: Facilitate agreement on core terms between buyers and sellers before detailed contracts are prepared

• Basic Deal Information: Gather key business terms, parties' details, and proposed transaction timeline
• Commercial Terms: Document pricing, payment schedules, and delivery requirements clearly
• Legal Requirements: Check Philippine corporate regulations affecting your industry and transaction type
• Party Authority: Confirm signatories have proper authorization to negotiate preliminary terms
• Documentation: Use our platform to generate a legally-sound Heads of terms template that includes all mandatory elements
• Internal Review: Have key stakeholders verify accuracy of business terms before sharing with other parties

• Party Details: Full legal names and addresses of all involved entities under Philippine law
• Transaction Scope: Clear description of the proposed deal or arrangement
• Key Commercial Terms: Essential business points, pricing, timelines, and deliverables
• Non-Binding Statement: Clear indication that terms are preliminary except for specific binding provisions
• Confidentiality Clause: Protection of sensitive information shared during negotiations
• Exclusivity Period: Time frame for exclusive negotiations if applicable
• Governing Law: Specification of Philippine law as controlling authority
• Signature Block: Space for authorized representatives to acknowledge terms

A Heads of terms differs significantly from a Terms and Conditions document in several key ways. While both outline agreements, they serve distinct purposes in Philippine business practice.

• Legal Enforceability: Heads of terms are typically non-binding preliminary documents, while Terms and Conditions create immediate legal obligations
• Timing and Purpose: Heads of terms come early in negotiations to outline future agreements, whereas Terms and Conditions govern existing business relationships
• Scope and Detail: Heads of terms capture key commercial points briefly, while Terms and Conditions provide comprehensive rules and obligations
• Flexibility: Heads of terms remain open to negotiation, but Terms and Conditions are fixed rules that users must accept or reject entirely
• Duration: Heads of terms are temporary frameworks leading to final contracts, while Terms and Conditions operate as ongoing governance documents