GUIDANCE NOTES β IPF EXCLUSIVITY AGREEMENT1April 3rd, 2017
FiledApril 3rd, 2017Heads of terms will sometimes provide a period during which the seller will give the buyer a fixed period of time to carry out its due diligence. This does not guarantee that either side will enter into a sale contract, but it does give the buyer certainty that the seller will not negotiate with other parties during that period. Whilst heads of terms illustrate serious intent to enter into a transaction, they are not generally legally binding. Certain provisions (including exclusivity) may be legally binding but this will depend on the circumstances. Best practice is therefore to enter into a standalone Exclusivity Agreement.