Business HOTs Template

BUSINESS HEADS OF TERMS

Parties and Effective Date

This Heads of Terms (the "Heads") records the principal terms agreed between the parties for the proposed transaction described below and is intended to be the basis for preparation of definitive binding agreements. Effective Date:

Client Name:    Client Address:

Corporation LLC Partnership Individual Other:

Provider Name:    Provider Address:

Corporation LLC Partnership Individual Other:

Recitals

WHEREAS, Client wishes to procure certain services and/or deliverables from Provider described herein; and

WHEREAS, Provider has represented that it has the capability and personnel to provide the services on the terms set out in these Heads; and

WHEREAS, the parties intend that these Heads will record their principal commercial terms to enable preparation of definitive agreements, subject to the binding and non‑binding provisions specified in clause titled "Binding Provisions" below.

Scope of Work

Key deliverables include:

Payment Terms

Deposit / Initial Payment: due upon signing of the definitive agreement.

Invoicing: Provider will issue invoices to Client at the intervals set out above. Payment due within days of invoice receipt.

Late Payment: Late payments shall accrue interest at per month (or the maximum permitted by law), calculated daily from the due date until paid in full.

Term and Termination

Term Commencement Date: .

Termination Date / Expected Completion: .

Termination for Convenience: Either party may terminate the definitive agreement on days' prior written notice, subject to settlement of all accrued payment obligations and confirmed work in progress.

Termination for Cause: Either party may terminate immediately for material breach if such breach is not cured within days after written notice specifying the breach.

Confidentiality

The parties agree that all non-public information exchanged in connection with the negotiation and performance of the matters contemplated by these Heads will be treated as confidential. Confidential Information excludes information that (a) is or becomes public through no breach by the receiving party, (b) was rightfully known by the receiving party prior to disclosure, or (c) is lawfully obtained from a third party without restriction.

Duration of Confidentiality Obligation: Confidentiality obligations shall survive termination or expiry of these Heads for a period of years.

Binding Provisions

The parties acknowledge that, unless otherwise expressly agreed in a definitive written agreement, these Heads are not intended to be a legally binding contract for the supply of services except that the provisions relating to Confidentiality, Governing Law, and Binding Provisions themselves shall be binding on the parties to the fullest extent permitted by law.

Governing Law

This Heads and any dispute arising out of or in connection with it shall be governed by and construed in accordance with the laws of , without regard to conflict of law principles.

Expenses and Exclusivity

Each party will bear its own costs and expenses incurred in negotiating and preparing definitive agreements, unless otherwise agreed in writing.

Exclusivity: The parties may agree that Provider will be granted an exclusivity period of days to negotiate definitive agreements. If exclusivity is required, specify any limitations:

Liability and Indemnities (Summary)

The definitive agreement will specify limitations of liability and indemnity provisions. As a preliminary position, neither party shall be liable for indirect or consequential losses; direct damages shall be capped at an aggregate amount equal to , except in cases of gross negligence or willful misconduct.

Entire Agreement

These Heads constitute the parties' record of principal commercial terms. Except for the expressly binding provisions set out above, the parties agree that no binding agreement regarding the subject matter of these Heads will exist until definitive written agreements are executed by both parties. This instrument (together with any documents incorporated by reference) constitutes the entire agreement between the parties in respect of the matters contained herein.

Signatures

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