Heads of Terms

Create heads of terms to outline key commercial points before finalising your business deals.

The generated word document (docx) will be sent to your email address for download. It will not be sent to the parties involved.

Seller Details

Enter the details of the party selling the business or assets.

Seller's Details

Is the seller individual(s) or a company?

Company Individual(s)

Seller

Company Name

Is this seller an individual or company?

Individual Company

Registered Office Address

Percentage of Consideration

Target Company Name

Country of Incorporation

Company Registration Number

Registered Office Address

Seller's Email Address for Notices

Does the Company have more than one director?

Yes No

Second Director's Name

Second Director's Residential address

Buyer

Enter the details of the party purchasing the business or assets.

Please provide the details for each Buyer.

Buyer

Is this buyer an individual or company?

Individual Company

Company Name

Country of Incorporation

Company Registration Number

Registered Office Address

Email Address

Does this company have multiple directors?

Yes No

Target Business Details

Enter details about the business or assets being acquired.

Description of Target Company Operations

Number of Shares and Price

Specify the share details and pricing information.

How many of the Seller's shares do you want to acquire?

What percentage of the Seller's shares are being acquired?

Payment Structure and Terms

Define the payment structure and terms for the transaction.

Payment on Completion

Payment on Completion: The full purchase price is paid at the time the deal is completed, transferring ownership instantly without further payments.

Payment on Completion

Will a payment be made on Completion?

Yes No

Select how you would like to structure the payment for the purchase:

Payment in full on Completion A completion payment by way of part payment of the total consideration

Completion Payment amount

Do you want the Buyer to pay the Consideration to each of the Seller(s)?

Yes No

Please provide the name of the entity or individual that you want to nominate as the recipient of the Consideration from the Buyer(s), on behalf of the Seller(s).

Completion Accounts

Financial statements prepared after the sale to confirm the company's value, adjusting the final price if there's a difference in assets or liabilities.

Do you want the final Consideration to be subject to adjustment by a Completion Accounts mechanism?

Yes No

Locked Box

The sale price is fixed based on accounts at a specific date before completion, ensuring no adjustments post-sale, with the seller responsible for profits or losses up to completion.

Do you want the Purchase Price paid for the Shares to be fixed in advance of Completion using a Locked Box Mechanism?

Yes No

Locked Box Date

Do you want the Consideration figure to be set prior to completion, with permitted adjustments on completion possible due to value accrual or reduction in the Target?

Yes No

Earn-Out

Additional payments made after the sale, based on the business hitting agreed performance targets over a set period.

Will an Earn-Out structure be included in the payment terms?

Yes No

Earn-Out payment amount or percentage

Revenue target

Profit target

Other Earn-Out performance targets

If the Earn Out target is achieved, what will be the due date(s) for payment of the Earn Out?

Deferred Consideration

Part of the payment is delayed and paid over time.

Will any portion of the Consideration be paid as Deferred Consideration?

Yes No

Total Deferred Consideration Amount

How much of the Consideration do you want to pay to the Seller on Completion?

How many instalments do you want to complete payment to the Seller in?

2 3 4

What will be the due dates for these instalments?

Tax

Specify tax-related provisions and covenants.

Do you want a tax covenant included in the SPA?

Yes No

Conditions

Define conditions precedent for the transaction.

What is the date until which the Seller agrees to deal exclusively with the Buyer?

This is the period during which the Seller agrees not to negotiate with other potential buyers.

Do you want any of the Sellers to remain as employees or contractors to the Company, post completion?

Yes No

Please state the names of the Sellers you want retained as employees of the Company, or to enter into new employment or contracting agreements with the Company, post-completion.

Please confirm that you want the Seller(s) to resign as a director and employee of the Company (where applicable) prior to completion, without compensation?

Yes No

Where the Buyer does not want the Seller to remain with the Company in any capacity post-completion, does the Seller agree to resign from all of their positions (eg; as directors and employees if applicable) with effect from completion, without compensation for loss of office or otherwise?

Yes No

Restrictive Covenants

Specify any restrictive covenants and limitations.

Do you want a non-compete restraint from the Seller?

Yes No

How long (in months) would you like to prevent the Seller competing with the business in any capacity?

The maximum duration is 24 months.

Do you want a non-dealing restraint from the Seller?

Yes No

How long (in months) would you like to prevent the Seller from having any interactions with the customers or suppliers of the business, in any way that could cause those customers or suppliers to reduce or cease their custom with the business?

The maximum duration is 24 months.

Do you want a non-solicitation restraint from the Seller?

Yes No

How long (in months) do you want the non-solicitation restrictive covenant to apply for?

The maximum duration is 24 months.

Generate Agreement

The heads of terms agreement will be sent to the following email address and person to download. Please ensure this is correct.

Full name

Email address

Phone number

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Need a bespoke agreement?

These heads of terms are a strong starting point. If you need something bespoke, our solicitors can draft a tailored agreement that fits your deal and protects your position.

How it Works

Fill out the form with all business deal details and terms.

Review your information and click "Generate" to create your heads of terms.

Receive your professionally formatted heads of terms word document via email.

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