Record the key commercial points before the full agreement is negotiated

They are often useful when the parties agree on the broad commercial direction of a deal but are not yet ready for a full contract. A heads of terms document can record the main points early, such as what is being supplied, how payment will work, who is responsible for key deliverables and whether any exclusivity or confidentiality applies. That can help avoid later confusion and show where the real negotiation points still sit before more detailed drafting begins.

The service covers legal work on the heads of terms document itself. That may involve drafting from scratch or reviewing an existing draft, then refining the wording so the commercial points are expressed more clearly. Common topics include scope, fees, payment structure, liability, intellectual property, service levels, milestones, termination and any binding clauses the parties want at this stage. It does not automatically include drafting the full agreement, negotiating directly with the other side or providing ongoing representation after the heads of terms are completed.

Most heads of terms documents set out the commercial framework of the proposed arrangement rather than every legal detail. That often includes the parties, the nature of the deal, pricing or fee model, timing, deliverables, responsibilities, ownership or use of intellectual property, confidentiality, liability positions, exclusivity if relevant, and the intended next step toward a full contract. Some deals also need service levels, transition points or conditions that must be satisfied before the arrangement proceeds further.

Not always. Many heads of terms are intended to be mostly non-binding, while selected clauses such as confidentiality, exclusivity, costs or governing law may be expressed to be binding. The answer depends on the wording and the commercial context, so it is important to be clear about which parts are meant to create obligations now and which parts are only a framework for later negotiations. Part of the drafting exercise is making that distinction clearer so the document does not send mixed signals.

A template can miss the commercial points that matter most in your particular transaction. For example, a simple precedent may not deal properly with milestone payments, staged delivery, IP ownership, exclusivity, service levels or whether some clauses should be binding now. Heads of terms are often short, but they still shape the next stage of the deal. Tailored drafting can help make sure the document reflects the actual arrangement rather than forcing your transaction into generic wording that creates uncertainty later.

Submit an enquiry on this page or click 'Get started'. One of our legal consultants will review it within 1 business day and get in touch to understand what you need.

Your consultant will then email you a fixed-fee quote setting out the cost, scope and timing. If you're happy with it, you can accept the quote and sign our engagement letter online.

Once you've accepted, one of our Australian-qualified lawyers will work with you to complete your project. They'll contact you by email or phone if they need anything.

Sprintlaw works on fixed-fee pricing wherever possible, so you can review the scope and cost before you decide whether to proceed. For the Heads Of Terms service, pricing starts from $900.00.

After you enquire, a legal consultant will confirm what is included, the expected timing and whether any extra work is needed before you engage us.

We work online, so we can help wherever you are in New Zealand. Our team works remotely, mainly from Australia.

Your work is done by our Australian-qualified lawyers, who hold Australian practising certificates and specialise in business law. None of them are New Zealand lawyers or hold a New Zealand practising certificate.

Sprintlaw NZ Limited is a legal consultancy, not a law firm, and is not regulated by the New Zealand Law Society. We don't act in court or tribunal matters, conveyancing (including leases and business sales) or other reserved areas of work. Communications with Sprintlaw are unlikely to be protected by legal professional privilege. We still keep everything confidential under our engagement letter.