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Head Of Terms Agreement
1. Parties: Identification of all parties to the proposed transaction, including full legal names, registration numbers, and addresses
2. Background: Context of the proposed transaction and the purpose of the Heads of Terms
3. Definitions: Key terms used throughout the document, keeping it limited to essential definitions only
4. Transaction Overview: High-level description of the proposed transaction or relationship
5. Key Commercial Terms: Core business terms including pricing, payment terms, and key deliverables
6. Timeline: Proposed schedule for negotiation, due diligence, and completion of the definitive agreement
7. Binding Terms: Explicit statement of which terms are intended to be legally binding and which are not
8. Confidentiality: Basic confidentiality obligations regarding the negotiations and shared information
9. Exclusivity: Any exclusivity period during which parties cannot negotiate with others
10. Costs: How costs relating to the negotiation and transaction will be borne
11. Governing Law: Confirmation of Danish law as governing law and jurisdiction
12. Signatures: Execution blocks for all parties
1. Due Diligence: Framework for the due diligence process, used when the transaction requires significant investigation
2. Conditions Precedent: Key conditions that must be met before proceeding to definitive agreements, used for complex transactions
3. Break Fee: Any break fee arrangements, used in larger transactions where significant costs might be incurred
4. Management and Control: Preliminary governance arrangements, used in joint venture or investment scenarios
5. Regulatory Approvals: Overview of required regulatory approvals, used when regulatory oversight is significant
6. Employee Matters: Key principles regarding employees and employment terms, used in business transfers or mergers
7. Intellectual Property: Preliminary IP arrangements, used when IP is a significant component of the transaction
1. Term Sheet: Detailed commercial terms in tabular or structured format
2. Transaction Timeline: Detailed timeline with key milestones and deadlines
3. Asset Schedule: List of key assets involved in the transaction, if applicable
4. Corporate Structure Chart: Diagram showing relevant corporate relationships, particularly for complex transactions
5. Key Personnel: List of key individuals involved in the transaction and their roles
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