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Heads of Agreement (HOA) / Heads of Terms (HOT) - Sale of Business


This Heads of Agreement (HOA) / Heads of Terms (HOT) is applicable in a sale and purchase of business situation. This represents the good faith intentions of the parties but also includes a deposit from the Buyer. This document is drafted in favour of the Seller.

The Parties wish to set out in this HOA the general terms and conditions of a proposed acquisition of their % interest in (the “Target”), from all existing shareholders of the Target to (collectively, the “Parties”). The Target is in the specified business.

The parties recognise that the various arrangements will need careful review but each will endeavour in good faith to agree the detailed terms of the acquisition, on the basis of the principles set out in this HOA, and to take all necessary other actions in order successfully to complete the Proposed Transaction (as defined below).

The buyer will acquire an interest in the Target (the “Proposed Transaction”), including all of the assets, owned by the Target that are used in, or necessary for the conduct of its business activities, including, without limitation: the Target’s license(s), subject to any obligations contained in such license(s) which are disclosed to the Buyer and subsisting at the time of signing of the SPA (defined below) and thereafter such further conditions imposed by a regulator relating to the change of ownership of the Target at or prior to completion of the Proposed Transaction.

How to use this Document?


This Document should be carefully read by the undersigning individuals.

The Heads of Agreement / Heads of Terms may be used upon the sale of a business whereby parties wish to demonstrate their good faith intentions in the proceeding without it being legally binding.

This Heads of Agreement (HOA) / Heads of Terms (HOT) should be signed by the authorised signatory. 

How to Tailor the Document for Your Need?


  1. Create Document: Click “Create Document” button and fill in the details of the parties. You can click the “Fill with Member’s Information” button to complete the party’s information with your personal or business information saved to your account.

  2. Please fill in any additional information by following the step-by-step guide on the left hand side of the preview document and click the “Next” button.

  3. When you are done, click the “Get Document” button and you can download the document in Word or PDF format.

  4. Please get all parties to review the document carefully and make any final modifications to ensure that the details are correct before signing the document. Each party should have a copy of the executed document.

memorandum of understanding
sale and purchase
legally binding
non binding
good faith
heads of agreement
heads of terms
Letter of Intent

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