Prepared for:
[Client.FirstName][Client.LastName]
[Client.Company]
Created by:
[Sender.FirstName][Sender.LastName]
[Sender.Company]
No, head of terms are not legally binding. They are simply a document where all the terms and conditions of a contract are mentioned for all parties to agree on, before a contract is made. They are meant to outline the course of action to follow.
Commonly used in the UK, New Zealand, and Australia, a heads of agreement, also known as a letter of intent, is a document created before a contract is made so that all details that are to be put in the contact are cross verified. They include information about license items, license types, geographical limits, payment, assignment, agreement, etc.
A heads of agreement should typically include data about license types, license items, restrictions, geographical limits, payment structure, inspection, jurisdiction, assignment, and agreement. They begin with an attractive cover page and end with a place for signatures.
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The parties in this agreement are [Sender.FirstName][Sender.LastName] (Licensor) and [Client.FirstName][Client.LastName] (Licensee).
This heads of agreement is not a contract. It shall not be considered legally binding upon either party unless accepted as an attachment to a formally binding contract to be signed at a later date.
In order to satisfy mutual business needs, [Sender.FirstName][Sender.LastName] and [Client.FirstName][Client.LastName] hereby communicate their intent to agree to the following:
The purpose of this template is to define intent and any concerns related to a potential software licensing agreement between two parties.
[Sender.FirstName][Sender.LastName] intends to provide the following software to [Client.FirstName][Client.LastName] at the listed prices:
| Name | Price | Qty | Subtotal |
|---|---|---|---|
| Label | Amount |
|---|---|
| Subtotal | $0.00 |
| Discount | $0.00 |
| Tax | $0.00 |
| Total | $0.00 |
[Sender.FirstName][Sender.LastName] shall provide a commercial, non-exclusive, non-transferable license should this heads of agreement be adopted as part of a formal software licensing agreement.
[Client.FirstName][Client.LastName] shall be allowed to modify and distribute the software being Licensed, with the following restrictions:
All final retail versions shall list [Sender.FirstName][Sender.LastName] as a copyright owner and creator
Access to source code or files shall be kept confidential at all times
This heads of agreement shall be adopted as an exhibit to any software licensing agreement between [Sender.FirstName][Sender.LastName] and [Client.FirstName][Client.LastName]. As such, it shall be valid for the entire term of any future agreement.
[Client.FirstName][Client.LastName] shall be granted the exclusive right to distribute the licensed software within the United States of America and its territories.
While [Client.FirstName][Client.LastName] shall be allowed to sell to end users through the internet, geographic limits restrict the Licensee from selling the licensed software to any end user prohibited by the above geographic limitation.
[Client.FirstName][Client.LastName] shall make all payments for software licenses related to this heads of agreement to [Sender.FirstName][Sender.LastName] as follows:
Payment Terms: Net-30
Payment Method: Wire Transfer, Check, Credit Card
Payment To:
[Sender.Company]
[Sender.StreetAddress]
[Sender.City], [Sender.State], [Sender.Zip].
Wire Transfer Information:
Routing Number: [Sender.Phone]
Account Number: [Sender.Phone]
[Client.FirstName][Client.LastName] agrees to allow [Sender.FirstName][Sender.LastName] 30 days to review the listed software prior to entering into a subsequent software licensing agreement.
[Client.FirstName][Client.LastName] shall make [Sender.FirstName][Sender.LastName] aware of any defects discovered, which [Sender.FirstName][Sender.LastName] shall correct at their expense prior to entering into a binding software licensing agreement.
This heads of agreement shall remain under the jurisdiction of [Sender.State] and applicable Federal or International law.
No portion of this heads of agreement shall be transferred to another party at any time. Should a third party acquire or otherwise gain control of [Sender.FirstName][Sender.LastName] or [Client.FirstName][Client.LastName], this heads of agreement shall be null and void.
Both parties hereby acknowledge receipt of this heads of agreement and full understanding of all terms and conditions found within.
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Use this free heads of agreement template to create thorough heads of agreement documents, also known as letters of intent or heads of terms. Pre-written sections cover all points relevant to a future agreement or partnership, including licensing terms, restrictions, geographical constraints, payment, and more.
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