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Deal structure2 min read

Heads of terms: the clauses that decide your deal

Mostly non-binding, entirely decisive: what to negotiate before the lawyers start drafting.

Reviewed by Valius AdvisoryUpdated Autumn 2026Deal execution track (0–6 months out)

Why a non-binding document matters so much

(also called a letter of intent or term sheet) summarise the agreed shape of the deal before legal drafting begins. Apart from confidentiality, and costs, most of it is not legally binding.

In practice it is the most important document you will sign. Once heads are agreed, every subsequent negotiation starts from those terms, and you will usually have granted , which means you can no longer talk to anyone else.

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