THIS HEADS OF AGREEMENT is entered into on 21 January 2025

Between

(1)            PARTY_1_NAME whose principal place of business is at PARTY_1_ADDRESS_SINGLE_LINE ("Customer")

(2)            PARTY_2_NAME whose principal place of business is at PARTY_2_ADDRESS_SINGLE_LINE ("Servicer")

Whereas

The Servicer is willing to provide particular SERVICE services (henceforth referred to as "Service" or "Services" as appropriate) to the Customer. The parties wish to set out in this Heads of Agreement (henceforth referred to as "HOA") the principal terms and conditions on and subject to which the Servicer will provide such Services. The provision of such Services by the Servicer is, however, subject to the agreement and signing by the parties of a detailed legally binding agreement for the provision of the Services (henceforth referred to as the "Proposed Transaction").

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

For the purpose of this HOA, a working day means a day other than a Saturday, Sunday or public holiday in JURISDICTION_COUNTRY.

1. Commercial Terms 
1.1 The parties agree to the following commercial terms:
COMMERCIAL_TERMS
2. Pre-conditions 
2.1 The parties agree that the following conditions shall be satisfied before the parties enter into a detailed legally binding agreement for the Services: 
PRE_CONDITIONS
3. Assumptions
ASSUMPTIONS
4. Non-Solicitation
4.1 Neither party to this HOA shall, for a period of NON_SOLICITATION months from the date of this HOA, directly or indirectly solicit or entice away (or attempt to solicit or entice away), from the other party any employee or other person who is employed or otherwise enlisted for the provision of any services relevant to the Services. 
4.2 A party will not breach clause 4.1 by running an advertising campaign that is open to all persons, and which is not specifically targeted at any of the employees or other members of staff of the other party. 
5. Exclusivity 
5.1 Outside Negotiations mean, with regards to either party, any negotiations between that party (or any of its respective employees, agents or other representatives) and any third party who is other than the other party (or an employee, agent, or other representative of the other party) for an arrangement similar to the Services.

5.2 Upon signing this HOA, both parties shall terminate any of their respective Outside Negotiations currently being undertaken.

5.3 In consideration of the undertakings given by each party in this clause 5, neither party shall, for a time period of EXCLUSIVITY_PERIOD days from the date of this HOA, directly or indirectly:

(A) Enter into, initiate or otherwise participate in any Outside Negotiations;

(B) Seek or respond to any communications that might lead to Outside Negotiations;

6. Costs 
7. Inadequacy of Damages 
7.1 Without prejudice to any other rights and remedies that either pay may have, each party agrees that damages alone would not be an adequate remedy for any breach of 5 or 8 by the other party. Accordingly, the non-defaulting party shall be entitled to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of 5 or 8.


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