A Head of Terms Agreement is commonly used in Singapore as a preliminary step in significant commercial transactions. This document sets out the fundamental terms agreed between parties before proceeding to detailed negotiations and final documentation. It typically includes key commercial terms, timelines, and any binding obligations such as confidentiality and exclusivity. Under Singapore law, these agreements can be partially binding, making them particularly useful for complex negotiations where parties need to establish clear parameters while maintaining flexibility for detailed terms. The document serves as a roadmap for the transaction and helps prevent misunderstandings during subsequent negotiations.
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1. Parties: Details of all parties entering into the heads of terms agreement
2. Background: Context and purpose of the proposed transaction or arrangement
3. Definitions: Key terms used throughout the document
4. Proposed Transaction Structure: Outline of the main commercial terms and structure
5. Binding vs Non-Binding Provisions: Clear statement of which terms are intended to be legally binding
6. Confidentiality: Terms regarding the protection of confidential information
7. Timeline: Key dates and milestones for the proposed transaction
1. Exclusivity: Terms of exclusive negotiation period - used when parties want to negotiate exclusively for a defined period
2. Break Fee: Compensation payable if a party withdraws - used in high-value transactions where significant costs may be incurred during negotiations
3. Due Diligence: Framework for information sharing and verification - used when detailed due diligence process is anticipated
4. Conditions Precedent: Conditions that must be satisfied before proceeding - used when transaction depends on specific prerequisites
5. Costs: Allocation of costs and expenses - used when significant costs are expected during negotiation phase
1. Key Commercial Terms Schedule: Detailed breakdown of principal commercial terms
2. Timeline Schedule: Detailed timeline with specific milestones and deadlines
3. Required Approvals Schedule: List of regulatory or third-party approvals needed
4. Due Diligence Checklist: List of required documents and information for due diligence
Relevant legal definitions
Agreement
Binding Provisions
Business Day
Closing
Confidential Information
Due Diligence Period
Effective Date
Exclusivity Period
Long-Form Agreement
Material Adverse Change
Non-Binding Provisions
Parties
Proposed Transaction
Representatives
SGD
Singapore Dollars
Signing Date
Target Business
Transaction Documents
Working Hours
Binding Provisions
Business Day
Closing
Confidential Information
Due Diligence Period
Effective Date
Exclusivity Period
Long-Form Agreement
Material Adverse Change
Non-Binding Provisions
Parties
Proposed Transaction
Representatives
SGD
Singapore Dollars
Signing Date
Target Business
Transaction Documents
Working Hours
Clauses
Binding/Non-Binding Nature
Confidentiality
Conditions Precedent
Costs
Deal Structure
Due Diligence
Exclusivity
Governing Law
Implementation Timeline
Intellectual Property
Key Commercial Terms
Non-Circumvention
Notices
Payment Terms
Professional Advisors
Regulatory Approvals
Restrictive Covenants
Termination Rights
Third Party Rights
Transaction Process
Warranties
Confidentiality
Conditions Precedent
Costs
Deal Structure
Due Diligence
Exclusivity
Governing Law
Implementation Timeline
Intellectual Property
Key Commercial Terms
Non-Circumvention
Notices
Payment Terms
Professional Advisors
Regulatory Approvals
Restrictive Covenants
Termination Rights
Third Party Rights
Transaction Process
Warranties
Relevant Industries
Relevant Teams
Relevant Roles
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