Heads of Terms

Cost effective advice

If you’re entering into a commercial property transaction - whether leasing, buying, selling or agreeing a property-related deal - you will want terms that not only reflect your needs but also safeguard your long-term interests.

Heads of terms play an important step in this process, setting out the key commercial points at an early stage and providing structure to negotiations. By defining expectations for the proposed transaction or agreement from the outset, they help reduce the risk of disputes, bring clarity to complex discussions and create a clear pathway towards formal agreements.

For landlords and tenants, Heads of Terms clarify responsibilities and financial commitments. For buyers and sellers, they establish the main conditions of sale and create a framework for the transaction to progress smoothly. Whatever the nature of your deal, they provide reassurance that your commercial relationship is being shaped in line with your objectives.

At Walker Foster, our specialist commercial property lawyers work closely with you to draft, review and negotiate Heads of Terms that protect your position and reflect your goals. We provide clear, approachable guidance at every stage of the process, helping you move forward with confidence and peace of mind.

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How Walker Foster can help with heads of terms

At Walker Foster, our experienced commercial solicitors provide tailored, practical advice to help you prepare heads of terms that clearly reflect your goals and provide a reliable basis for future negotiations.

Commercial leasing: we advise landlords and tenants on structuring the key commercial terms of a lease in a way that reflects the strategic objectives of both parties. From financial arrangements to operational responsibilities and long-term occupancy considerations, we help shape agreements that support sustainable business relationships.
Property sales: we work with clients to define and record the principal terms of a sale at an early stage, addressing commercial conditions, timing expectations and exclusivity provisions. Our approach provides clarity and direction, supporting a smooth transition through to formal agreement.
Property purchases: we assist clients in establishing a strong foundation for their property acquisition by clearly defining the heads of terms at the outset. Our lawyers identify and record all key aspects, including purchase price, conditions of sale, timescales, and any special commercial requirements, in a way that aligns with your strategic goals. We provide proactive, commercially-minded advice that protects your interests, minimises the risk of future disputes and supports a smooth transition to formal contract negotiations.
Negotiation: we provide strategic legal support throughout the negotiation process, helping you secure favourable terms that reflect your commercial objectives. Our team promotes a balanced and constructive dialogue, protecting your position while maintaining positive working relationships with other parties involved.

Whatever the complexity of your transaction, you can rely on Walker Foster’s commercial team for clear, dependable and forward-looking legal support that helps you secure the right outcomes and build lasting confidence in your business decisions.

What are heads of terms?

Heads of terms - also referred to as heads of agreement, letters of intent, memoranda of understanding, pre-contract protocols or term sheets - are preliminary documents that set out the proposed terms early in the process of negotiating a future commercial contract. They provide a valuable opportunity for parties to record their mutual intentions and clarify the key commercial terms before entering into more detailed negotiations.

In the context of commercial leasing, heads of terms outline the expectations of both landlord and tenant for the duration of the lease - including key issues such as rent, repair obligations and the intended use of the premises. For commercial transactions of property, they help shape the structure of the deal by identifying essential terms such as the purchase price, payment structure, and timing. By setting a clear direction early on, Heads of Terms help reduce the risk of misunderstandings later in the process.

At Walker Foster, we help you prepare well-considered heads of terms that provide clarity and confidence as you move forward with your transaction.

Our approach to heads of terms

At Walker Foster, we provide practical, strategic support at every stage of the heads of terms process. Whether you’re entering a commercial lease, purchasing a property, or negotiating a wider business agreement, our experienced team offers clear legal guidance that reflects your commercial goals and helps you move forward with confidence.

Initial discussion: we begin by listening carefully to your circumstances, objectives and any concerns you may have. By understanding the nature of the transaction and your relationship with the other party, we can offer advice that is both commercially focused and tailored to your specific situation.
Drafting and negotiation: during initial negotiations, we create clear and well-structured heads of terms that outline the key elements of your deal - providing a strong foundation for future negotiations. Where discussions are ongoing, we help you engage constructively with the other party, working towards terms that support a positive and commercially workable agreement.
Formal contracts: once the Heads of Terms are in place, we guide you through the next stage of the process to create legal relations, drafting comprehensive, legally binding agreements that reflect your intentions and safeguard your interests. Using the agreed terms as a starting point, we help you move efficiently towards completion.
Ongoing legal support: our commitment doesn’t end once the documents are signed. We remain on hand to provide trusted legal advice as your matter progresses, offering support whenever you need it.

At Walker Foster, we create comprehensive heads of terms, meaning you gain peace of mind that your commercial interests are clearly protected from the outset. By setting out the key terms with precision and clarity, we help you move into formal negotiations with confidence, knowing that your objectives are well defined and your transaction is built on strong foundations.

FAQs about heads of terms

What are the benefits of heads of terms?

When you're preparing for a commercial property transaction, getting the fundamentals right from the start makes all the difference. Here are just some of the advantages our clients gain by working with us on their heads of terms:

Clarity and direction from the outset: heads of terms bring structure to commercial property deals by outlining the essential terms early on. This shared understanding between parties helps to streamline discussions, reduce ambiguity and keep the process moving forward with purpose.
Greater transparency around legal costs and timelines: by setting out the main terms clearly, heads of terms allow your solicitor to provide more accurate estimates of costs and timescales. This helps you plan effectively and avoids surprises later in the transaction.
Early identification of issues: disagreements around rent reviews, repair obligations, break clauses or completion dates can be addressed before formal documents are drafted. Resolving these points early helps prevent delays and unnecessary legal expenses further down the line.
Stronger negotiating position: with a clear record of agreed intentions, you’re better equipped to negotiate confidently and avoid miscommunication. This helps to maintain goodwill between parties while protecting your commercial objectives.
Improved transaction efficiency: a well-structured heads of terms document reduces the risk of misunderstandings and makes it easier for your solicitor to draft formal agreements aligned with your expectations - saving time and minimising legal back-and-forth.

At Walker Foster, we help our clients put strong foundations in place by drafting heads of terms that offer structure, clarity and momentum, giving you the confidence to move your transaction forward. Get in touch with our commercial team today to discuss how we can support you.

Do you need to have heads of terms?

Heads of terms are not legally required for commercial property transactions, but they are widely recognised as a practical and commercially sound step. At Walker Foster, we regard them as an important tool for achieving clarity and progress from the outset.

Is a written agreement legally binding? (UK)

In the UK, heads of terms are generally a legally non-binding document. Their purpose is to outline the main terms of a proposed agreement and guide the preparation of formal legal documents. However, certain elements - such as confidentiality clauses or exclusivity provisions - can be enforceable if clearly drafted with that intention to make your heads of terms agreement legally binding. At Walker Foster, we help clients understand which parts of a preliminary agreement may carry legal weight and ensure the document reflects your commercial intentions accurately.

Do I need a solicitor for heads of terms?

While it is possible to prepare heads of terms without legal input, working with a solicitor offers clear advantages. A well-drafted document goes beyond listing basic terms - it helps you identify potential risks, clarify key points, and negotiate with greater confidence. At Walker Foster, we provide commercially focused advice to help you shape heads of terms that support your objectives and set a clear path forward in your transaction.

Contact us

Whether you need help drafting comprehensive heads of terms, reviewing proposed terms or progressing towards making terms legally binding agreements, Walker Foster’s commercial property solicitors are here to support you every step of the way. Our team combines legal expertise with a clear understanding of the practical considerations involved in commercial property transactions, giving you the confidence to move forward with clarity.

We regularly assist clients with all aspects of heads of terms - from shaping the initial framework of a deal to managing negotiations and resolving disputes. Our advice is tailored to your specific circumstances, always focused on protecting your interests and helping you achieve your commercial objectives.

Whatever stage you are at, you can rely on Walker Foster’s approachable and knowledgeable commercial team to provide trusted, expert legal advice that gives you peace of mind. Complete our online contact form today and one of our commercial solicitors will be in touch at a time that suits you.