Principles of Heads of Agreement

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    What are Heads of Agreement?

    Heads of Agreement, also known as Heads of Terms, Memorandum of Understanding, or Letter of Intent, is a non-binding document that outlines the main terms and conditions that parties agree to in order to reach a more formal agreement. It is often used in business transactions and legal negotiations as a way to establish the general framework of the deal before creating a more detailed agreement.

    The Principles of Heads of Agreement

    1. Clarity

    The first principle of heads of agreement is clarity. The document should be written in clear and concise language that is easy to understand. It should also be free from ambiguity and open to interpretation. Parties should ensure that the document covers all the essential terms and conditions.

    2. Simplicity

    The second principle of heads of agreement is simplicity. The document should be simple, straightforward and easy to read. Parties should avoid using complex legal jargon or technical terms that might confuse the other party.

    3. Specificity

    The third principle of heads of agreement is specificity. The document should be specific and detailed in terms of the terms and conditions. This will help to avoid misunderstandings and disputes in the future.

    4. Non-binding

    The fourth principle of heads of agreement is non-binding. The document should clearly state that it is non-binding and does not create a legal obligation on any of the parties to proceed with the transaction.

    5. Confidentiality

    The fifth principle of heads of agreement is confidentiality. The document should include a confidentiality clause that prohibits the parties from disclosing the contents of the document to any third party without the consent of the other party.

    6. Good Faith

    The sixth principle of heads of agreement is good faith. The parties should enter into the document in good faith and with the intention of reaching a more formal agreement. Parties should avoid using heads of agreement as a means to gain an advantage over the other party.


    In conclusion, heads of agreement are an essential tool in business transactions and legal negotiations. It provides a framework for parties to establish the terms and conditions of the deal before creating more comprehensive agreements. To ensure the effectiveness of the document, clarity, simplicity, specificity, non-binding, confidentiality, and good faith should be observed. Parties should seek the guidance of legal professionals when entering into heads of agreement.