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Heads of terms (also called a letter of intent in Belgian practice) is a preliminary agreement that outlines the key points of a future contract. It captures the main elements both parties have agreed on during negotiations, like price, timelines, and core obligations, while leaving detailed terms for the final contract.

Under Belgian law, these documents aren't usually legally binding, except for specific clauses like confidentiality and exclusivity. They help keep negotiations on track and show good faith between parties, particularly in complex deals like company mergers, real estate transactions, or major commercial partnerships. Belgian courts may consider them when interpreting the parties' intentions if disputes arise later.

Use Heads of terms when negotiating complex business deals in Belgium, especially for transactions that need careful structuring before finalizing. They're particularly valuable in mergers and acquisitions, major property deals, or joint ventures where you need to lock down key points early while keeping flexibility for details.

A Heads of terms proves essential when dealing with multiple stakeholders, phased negotiations, or situations requiring board approval. It helps prevent misunderstandings by documenting agreed principles upfront, speeds up the final contract process, and creates a clear framework for due diligence. For international deals involving Belgian entities, it establishes common ground across different legal systems.

• Basic term sheet: Outlines fundamental deal points like price, timeline, and key obligations - commonly used in straightforward commercial transactions
• Detailed memorandum of understanding: Includes comprehensive provisions, binding clauses, and specific Belgian legal requirements - suited for complex cross-border deals
• Non-binding letter of intent: Focuses on preliminary agreements while explicitly stating its non-binding nature under Belgian law, except for specific provisions like confidentiality
• Investment term sheet: Specialized format for venture capital and private equity deals, covering shareholder rights and governance structures
• Property transaction heads: Tailored for Belgian real estate deals, incorporating local property law requirements and standard market practices

• Corporate Leaders: CEOs, board members, and senior executives who initiate and approve key terms during major business negotiations
• Legal Counsel: Both in-house and external Belgian lawyers who draft, review, and ensure the Heads of terms align with local law
• Investment Bankers: Often involved in structuring deals and preparing initial term sheets for mergers, acquisitions, or financing
• Real Estate Developers: Use them to outline property development agreements and secure preliminary commitments
• Business Development Teams: Work with legal teams to negotiate and document key commercial terms before detailed contracts

• Core Business Terms: Gather key details like price, timeline, and main obligations from all stakeholders before starting
• Party Information: Collect accurate legal names, registration numbers, and authorized representatives of all Belgian entities involved
• Deal Structure: Define which elements need to be binding versus non-binding under Belgian law
• Internal Approvals: Confirm required authorization levels and board permissions for your organization
• Documentation: Use our platform to generate a legally-sound Heads of terms that includes all mandatory elements and follows Belgian legal requirements
• Timeline Planning: Map out key dates for negotiations, due diligence, and final agreement completion

• Party Details: Full legal names, registered addresses, and company numbers of all Belgian entities involved
• Non-Binding Statement: Clear declaration of which provisions are non-binding under Belgian law, except specified clauses
• Key Commercial Terms: Core business points like price, payment terms, and delivery schedules
• Confidentiality Clause: Binding provisions protecting sensitive information exchanged during negotiations
• Exclusivity Period: If applicable, duration of exclusive negotiations
• Governing Law: Explicit choice of Belgian law and jurisdiction
• Termination Rights: Conditions for ending negotiations and any resulting obligations
• Signature Blocks: Space for authorized representatives with their titles and dates

A Heads of terms differs significantly from an Asset Purchase Agreement in both purpose and legal effect under Belgian law. While both documents play roles in business transactions, they serve distinct functions at different stages.

• Legal Binding Effect: Heads of terms are typically non-binding (except for specific clauses), while Asset Purchase Agreements are fully binding contracts
• Timing and Detail: Heads of terms come first, outlining key points for negotiation, while Asset Purchase Agreements contain complete, final terms
• Scope of Content: Heads of terms cover basic principles and major terms, whereas Asset Purchase Agreements include exhaustive provisions, warranties, and precise obligations
• Due Diligence: Heads of terms often precede due diligence, while Asset Purchase Agreements incorporate findings from completed due diligence
• Execution Requirements: Heads of terms need less formality, while Asset Purchase Agreements require strict compliance with Belgian transfer regulations