University and business collaboration agreements: model heads of terms agreements
Published 6 October 2016
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Overview
The Lambert Toolkit also contains two examples of heads of terms, one for two party collaboration agreements and the other for multi-party consortium agreements.
You may find it useful to use these as a starting point for negotiations to agree the basic principles. Much time, frustration and expense can be saved if the principles are agreed before anyone attempts to draft a full agreement.
Heads of terms will allow you to discuss the principles of the collaboration without getting caught up in arguments about the wording of the proposed agreement. Once the principles have been agreed the drafting of the agreement should be easier.
Agreeing the principles first should also help you to decide which of the model agreements most closely meets the circumstances of your project.
The Heads of terms are not exhaustive. It can be tempting to try and include everything in Heads of terms, but that often results in detailed negotiations taking place before basic principles have been agreed.
In general the heads of terms are not binding, but some clauses – those relating to confidentiality, the payment of the costs of negotiations, the governing law and dispute resolution and third party rights - are binding so that, for instance, the parties are obliged to keep the provisions of the Heads of Terms and the negotiations confidential.