Heads of Agreement — Lock In the Deal Before the Lawyers Draft the Contract.
Capture commercial terms in writing before lawyers cost $5k+ on the long-form contract. Binding vs non-binding clauses, exclusivity, MAC, expiry — all clearly set out. Flat $79.
When You Need a Heads of Agreement
- Pre-contract — locking in deal terms before the SPA, JV agreement or asset purchase is drafted
- Joint venture or partnership negotiations between businesses
- Investment round or convertible note discussions
- Major commercial deal where both sides need to commit on principle first
- Asset or share purchase where due diligence is about to start
- Distribution, licensing, or franchise discussions before the long-form contract
- No subscription
- Ready within 60 minutes
- All 8 Australian states
- Secure 256-bit encrypted
How This Service Works
Everything you need to know before you start.
Not sure if this is the right service for you?
Contact SupportFrom Evidence to Document in 4 Steps
Describe the Deal
Tell us the parties, the deal type (JV, sale, investment), and the key commercial terms. Plain English.
Mark Binding vs Non-Binding
Decide which clauses are binding (e.g. confidentiality, exclusivity) and which are intent-only.
AI Drafts the Term Sheet
Our Legal Oracle prepares a structured heads of agreement reflecting your deal points and intent.
Both Parties Sign
Download the PDF. Sign before due-diligence or long-form drafting begins.
What Claim Done Delivers
- Clear commercial deal terms (price, structure, timing, conditions)
- Marked binding vs non-binding clauses (so nothing is signed by accident)
- Exclusivity, due-diligence, and "Material Adverse Change" (MAC) provisions
- Expiry date and conditions precedent
- Costs allocation and confidentiality clauses
- Australian governing law and jurisdiction
- Signature blocks for all parties
Everything About Heads of Agreement / Term Sheet
Is a heads of agreement legally binding?
It depends on how it's drafted. Most heads of agreement are part-binding, part-non-binding. Things like confidentiality, exclusivity, and costs are typically binding. The deal terms themselves (price, structure) are usually intent-only, subject to the long-form contract. Our wizard makes the binding/non-binding split explicit.
What's the difference between a heads of agreement and a term sheet?
In Australia, the terms are used interchangeably. "Term sheet" is more common in venture capital. "Heads of agreement" is more common in M&A and commercial deals. Same document.
Do I still need a long-form contract?
Yes. A heads of agreement records what you agreed in principle. The long-form contract (SPA, JV agreement, etc.) is the legally enforceable document that follows once due diligence is done.
What does "MAC" mean?
Material Adverse Change. A clause that lets one party walk away if something significant changes between signing the heads of agreement and signing the long-form contract — for example, the target business loses its biggest customer.
Should I get a lawyer to review this?
For deals over $250k or involving regulated industries (financial services, healthcare, gaming) — yes, always. For straightforward deals you can use our AI draft as a starting point and instruct a lawyer to draft the long-form.
Ready to Get Started?
It takes under 10 minutes. Your Heads of Agreement / Term Sheet will be sent within the hour.
Begin Document — $79 →