NDAs and Heads of Terms in UK M&A: A Practical Guide
A practical UK guide to NDAs and heads of terms in M&A. Covers binding vs non-binding clauses, exclusivity periods, break fees, English-law principles (RTS Flexible, restraint of trade), and a complete checklist before signing.
## NDAs and Heads of Terms: The First Hour of Every UK M&A Deal The non-disclosure agreement and the heads of terms are the two documents I see signed most often in my UK practice, and the two most consistently handled poorly. Acquirers treat them as a formality. Sellers' brokers push standard templates. Junior associates redline them at 11pm without commercial briefing. The result is paperwork that provides no protection when something goes wrong and creates obligations neither side intended. Both come into play within the first hour of any serious conversation about a business sale. The NDA …