Heads of Agreement in a sale of business?

To have a heads of agreement or not to have a heads of agreement? That is the question. The answer is a resounding “yes”.

A recent Sydney Business Lawyers involvement in a sales transaction reminded us of the importance of a detailed non binding heads of agreement or terms sheet. Clearly identifying the hip pocket considerations and other general commercial issues before the instructions get to the parties’ lawyers means that:

  • Party expectations have already been addressed and managed.
  • Important issues do not either have to be dealt with from scratch or reworked.
  • A contract can actually be prepared, otherwise, further time will need to be spent dealing with the essential terms and conditions of the sale.
  • The overall time until exchange and then settlement is quicker.
  • The job can be done more cost effectively.
  • It simply helps to get the deal done.

In the interest of helping you with this important task, we have prepared a “Heads of Agreement” checklist you can find here.

You might also like to use this separate document that can be used as a non binding heads of agreement (or terms sheet) for a standard sale and purchase of business assets.

Written by Jim Sikiotis
Special Counsel