Heads of terms builder.
Fill in the deal and get heads of terms for a UK share or asset sale, with the binding clauses separated, the paragraph numbers kept right, and a live check on the terms that cost sellers most. Download it as a Word file. Free, no signup.
What the seller checks look for.
The points buyers' first drafts leave vague, and the ones sellers most often regret. The full reasoning is in the heads of terms guide.
Exclusivity with an end date and an exit.
A fixed number of weeks, flagged above twelve, ending early if the buyer withdraws or tries to cut the price. Due diligence that runs past exclusivity is flagged too.
A price mechanism, not just a price.
A working capital target, and a locked box date or a completion accounts period, so the final number is not left for the lawyers to argue about.
Payment that adds up and is secured.
Cash and deferred payments checked against the headline price, unsecured deferred consideration flagged, and an earn-out with a metric, a period and protection if your role ends.
Conditions that cannot become leverage.
Every condition named now. A finance condition is flagged, because it lets the buyer walk away if its funding fails.
A long-stop date.
A date after which either side can end negotiations, so the deal cannot drift while you stay off the market.
Earlier in the sale? Read how to sell a business in the UK, every stage from preparing the accounts to completion.
Frequently asked.
Is the heads of terms builder free?
Yes. There is no signup and no email gate. The document is built in your browser as you type, and your draft is kept in that browser so a refresh does not lose it. When you download, the text is sent once to build the Word file and is not stored on our servers or logged.
Are heads of terms legally binding?
Mostly not. The builder heads the document subject to contract and makes only the last five paragraphs binding: exclusivity, confidentiality, costs, the non-binding statement itself, and governing law. Price and the other commercial terms bind only when the share or asset purchase agreement is signed.
Does it work for an asset sale?
Yes. Switch the structure to asset sale and the seller becomes the company, the employees clause moves to TUPE, the price clause describes the business and assets, and the conditions refer to assigning the lease rather than a change of control.
Can I use it for a Scottish or Northern Irish company?
You can set the governing law to Scotland or Northern Ireland. Property terms and some formalities differ outside England and Wales, so ask a local solicitor to review the draft before anyone signs it.
What happens after heads of terms are signed?
Exclusivity starts and the buyer's solicitor and accountant send a due diligence request list, usually within days. Sellers who have their documents organised in a data room before signing keep the timetable and their negotiating position.