Heads of Agreement for Sale of Business (NSW)
Agree the key terms of a business sale in writing before the full contract is drafted, with binding confidentiality and exclusivity if you choose.
Before you start
- Mostly not binding: the key terms are deliberately not binding. Neither party is bound to buy or sell until the formal Sale Agreement is signed. Only the process clauses listed in clause 11 (such as confidentiality, due diligence, conduct of the business and, if chosen, exclusivity) are binding.
- Keep it that way: courts look at the words used and how the parties behave to decide whether a document is binding. Do not add "subject to" wording that conflicts with clause 11, and do not start carrying out the sale (for example handing over keys or employees) before the Sale Agreement is signed.
What you'll need
Each party's full name, ACN or ABN and address; a description of the business, its trading name and premises; the date by which the Sale Agreement should be signed; and the price and other key commercial terms.
What you get
- The finished document in Word and PDF, completed from your answers
- A plain-English guide to completing, signing and keeping it
- DIY straight away, or a solicitor check within 1 to 3 business days
How it works
- Answer the questions, in 5 short steps.
- See your fixed price and pay.
- DIY documents download straight away. Solicitor-checked documents arrive within 1 to 3 business days.
DIY or Solicitor-checked
What 1 round of review means: the solicitor reviews your answers and the document once, and makes the changes needed based on what you have told us. Changes because your instructions change after delivery, negotiating with the other side, advice outside the document, and registering or lodging it are not included. If you need any of these, you get a written fixed-fee quote first, and nothing is charged unless you agree.
Fixed prices including GST. No subscription, no account and nothing to cancel later. We won't call you unless you ask. Bought DIY and want a solicitor after all? Upgrade within 30 days and what you paid comes off.
Common questions
What is the difference between DIY and Solicitor-checked?
DIY: your document is completed from your answers and ready to download straight away. No solicitor reviews it, and it is not legal advice.
Solicitor-checked: a solicitor reviews your answers and the document, makes the changes needed in 1 round of review, and releases it to you, usually within 1 to 3 business days. The fee is fixed and does not change with the time spent.
When is my card charged?
DIY: when your document is generated, straight after checkout.
Solicitor-checked: your card is only authorised at checkout and is charged when we deliver your document. If you cancel before the solicitor starts the review, nothing is charged. If you cancel after the review has started, we keep 50% of the fee.
What if my situation is more complicated?
Some answers mean a template is not the right fit, for example an unusual structure or a dispute. When that happens we tell you, and you can request a fixed-fee quote from a solicitor instead. Quotes usually arrive within 1 business day and nothing is charged unless you accept.
Do your documents work outside NSW?
Our documents are prepared for the law of New South Wales and the Commonwealth. Some may not suit other States or Territories. If your matter is outside NSW, request a quote and we will tell you what we can do.
What do I receive?
A completed Word document (and usually a PDF copy), together with a plain-English guide to finishing, signing and, where needed, witnessing or stamping it. Your download links are on your order page, and we email you when your document is ready.
Written by NSW solicitors. Every template was prepared by a practising NSW solicitor at Corporate Legal, an incorporated legal practice. Solicitor-checked orders are reviewed by Zohra Ali, principal solicitor, or a solicitor she supervises.