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.

Just submit an enquiry via this page or click the 'get started' button on our website to submit an enquiry. After you've submitted an enquiry, one of our legal consultants will review your enquiry within 1 business day and get in touch to get a better idea of exactly what you are looking for.

Then your legal consultant will send through an email with a bit more information about the services you need, along with a fixed fee quote setting out costs, scope of the service and timing. Have a read through it, and if you're happy with the scope, you can accept and sign our engagement letter online - easy!

Once you've formally accepted, we'll connect you with a specialist lawyer and they will work with you to complete your project. They will contact you by email or phone if they need to get in touch.

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 operate completely online, which means we can help you wherever you are in New Zealand. We have office spaces in Sydney, and in Melbourne, but our use of technology allows our team members to work remotely from around the world. Our legal team are mostly based in Sydney, Melbourne, Brisbane and Perth. We also have a London office for Sprintlaw UK.

Our legal team is made up of experienced lawyers, who are specialists in various areas of law and hold an Australian legal practising certificate. None of our Sprintlaw lawyers are New Zealand qualified lawyers and they do not currently hold a New Zealand practising certificate.

They provide legal services working remotely from Australia via our 'legal consultancy' model, through which (under section 6 and section 35 of the New Zealand Lawyers and Conveyancers Act 2006) our Australian legal team are permitted to provide legal services to New Zealand businesses provided they do not provide services in certain 'reserved' areas of law. You can read our FAQ page to learn a bit more about our 'legal consultancy' model.

Given the strong similarities between Australian and New Zealand law, and the areas of law in which we practice (being small business and startup law), we do not view the fact that our lawyers have not qualified in New Zealand as having any substantive impact on the quality of our service. We are committed to ensuring that we provide high quality, affordable legal services to all our New Zealand clients.

Our legal team have all trained at leading firms, but have left the traditional corporate law world to join us on our mission to create a new and better way of delivering legal services. They have specialist expertise in technology law, intellectual property law, contract drafting and review, corporate law and commercial law.