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Heads of terms (also called a "letter of intent" in Dutch practice) is a preliminary agreement that outlines the key points of a future contract. It captures the main deal terms that parties have agreed on during negotiations, while leaving detailed specifics for the final contract.

Under Dutch law, these documents aren't usually legally binding, except for specific clauses like confidentiality and exclusivity. They're particularly common in Dutch real estate transactions, mergers, and commercial partnerships, where they help keep negotiations on track and show serious intent from all parties. Business leaders often use them as a roadmap before involving lawyers to draft the full agreement.

Use Heads of terms when you're starting serious negotiations for major business deals, especially in Dutch real estate transactions or company acquisitions. They're particularly valuable when you need to lock down the main commercial points before spending time and money on detailed legal documentation.

These agreements prove essential during complex, multi-step transactions where maintaining momentum matters. For example, when buying commercial property in Amsterdam, a Heads of terms helps secure the basic deal structure while due diligence continues. They're also vital for cross-border deals where Dutch and international parties need clear documentation of their initial understanding before proceeding with formal contracts.

• Basic commercial Heads of terms: Outlines essential deal points for standard business transactions, focusing on price, timing, and basic conditions
• Real estate Heads of terms: Contains property-specific elements like transfer conditions, zoning requirements, and Dutch municipal regulations
• Corporate acquisition Heads of terms: Includes detailed points about share transfers, warranties, and management transition arrangements
• Joint venture Heads of terms: Focuses on governance structure, profit sharing, and operational control between Dutch and international partners
• Confidential Heads of terms: Emphasizes strict non-disclosure provisions alongside commercial terms, common in sensitive Dutch market sectors

• Business Leaders: CEOs and managing directors who initiate and negotiate the main commercial terms of significant transactions
• Corporate Lawyers: Dutch attorneys who review and refine Heads of terms to ensure legal compliance and protect client interests
• Real Estate Developers: Use them extensively for property transactions, often working with multiple stakeholders
• Investment Bankers: Draft initial terms for mergers and acquisitions in the Dutch market
• Commercial Directors: Negotiate and agree on key business points before passing to legal teams for formal documentation

• Core Business Terms: Gather essential deal points including price, timeline, and key deliverables
• Party Information: Collect accurate legal names and registration details of all Dutch entities involved
• Transaction Structure: Define the basic framework and any conditions precedent
• Key Dates: Identify critical deadlines, completion targets, and any regulatory waiting periods
• Binding Elements: Clearly mark which provisions are legally binding under Dutch law (typically confidentiality and exclusivity)
• Next Steps: Our platform helps generate a legally sound document that includes all these elements automatically

• Party Details: Full legal names and addresses of all involved Dutch entities
• Transaction Scope: Clear description of the proposed deal or arrangement
• Key Commercial Terms: Essential business points, pricing, and timeline agreements
• Non-Binding Statement: Clear indication that most terms are not legally binding
• Binding Provisions: Specifically marked confidentiality and exclusivity clauses
• Governing Law: Statement choosing Dutch law as applicable jurisdiction
• Signatures: Proper execution blocks for authorized representatives
• Duration: Clear expiry date or validity period of the agreement

Heads of terms are often confused with Terms and Conditions, but they serve distinctly different purposes in Dutch business practice. While both documents set out important agreements, their scope, timing, and legal effects differ significantly.

• Legal Binding Nature: Heads of terms are largely non-binding preliminary agreements, except for specific clauses like confidentiality. Terms and Conditions are fully binding contracts that govern ongoing business relationships
• Timing and Purpose: Heads of terms come early in negotiations to outline a potential deal's structure. Terms and Conditions establish permanent rules for regular business operations
• Level of Detail: Heads of terms capture key commercial points briefly, while Terms and Conditions provide comprehensive operational rules
• Parties Involved: Heads of terms typically involve specific business parties negotiating a major transaction. Terms and Conditions apply broadly to all customers or users of a service