Getting an AI-drafted heads of terms checked

Heads of terms produced with an AI drafting tool tend to be a US letter of intent: 'non-binding except as set out below', 'the parties shall negotiate in good faith', and a 'no-shop' clause with no end date. In England and Wales the questions are which provisions the parties mean to be binding, whether an agreement to negotiate can be enforced at all, whether an exclusivity clause is drafted so that it can, and whether the heads accidentally create the contract they were meant to precede. I review the document against English law and the deal concerned, and return it marked up with tracked changes, a clean copy and a written explanation of the changes, for a fixed fee of £495 in three working days.

Who this is for

Business owners, buyers, investors, landlords, tenants and founders in England and Wales using heads of terms, a term sheet, a memorandum of understanding or a letter of intent drafted with an AI tool to record the outline of a business sale, investment, joint venture, commercial lease or major supply arrangement before the full documents are prepared.

What the review checks in AI-drafted heads of terms

What is binding and what is not

The review checks that the commercial terms are stated to be non-binding and subject to contract, that the provisions meant to bind (confidentiality, exclusivity, costs, governing law) are identified and drafted as contractual terms with consideration or executed as a deed, and that the document as a whole cannot be read as the agreement itself. An AI draft that sets out price, completion date and warranties in binding language, and is signed, may be a contract for the sale of the business, and the review makes sure it is not unless that is intended.

Exclusivity and lock-out clauses

An agreement not to negotiate with anyone else for a fixed period is enforceable in England if it is certain, and the review drafts the lock-out with a defined period, a defined scope, what the other party must do during it (provide information, progress the documents), and the remedy for breach, because an exclusivity clause with no end date or an obligation to negotiate 'in good faith until signing' is uncertain and unenforceable.

Agreements to negotiate and good faith

An obligation to negotiate in good faith, or to use best endeavours to agree, is not enforceable under English law because the court cannot say what the parties would have agreed, and the review removes those provisions or replaces them with obligations that can be enforced: to provide specified information by a date, to instruct advisers, to deliver a first draft, and to pay costs if the party withdraws in stated circumstances.

Confidentiality, announcements and information

The review checks that the confidentiality obligation is binding, covers the existence and terms of the negotiations as well as the information exchanged, deals with return and destruction, and addresses announcements and approaches to the target's staff, customers and suppliers during the process. Where a separate confidentiality agreement exists, the review aligns the two.

Land, shares and the formalities that catch heads of terms

A contract for the sale of land, or for a lease, must be in writing, contain all the agreed terms and be signed by both parties under section 2 of the Law of Property (Miscellaneous Provisions) Act 1989, so heads of terms for a lease or a property sale must be marked subject to contract and drafted so that they do not satisfy the section. For a share sale or an investment, the review checks that the heads do not commit the parties to a price and warranties before due diligence, and that the conditions (financing, approvals, diligence) are stated.

Costs, break fees and the boilerplate

The review checks who bears costs if the deal does not proceed, whether any break fee is reasonable, that the heads say when they expire, that the governing law is English and the courts of England and Wales have jurisdiction, and that the US 'letter of intent' language, including the good faith obligation and the 'no-shop until closing' clause, is replaced with provisions that work here.

What it costs

Review of an AI-drafted contract, £495. One contract, returned as a marked-up Word document with my amendments as tracked changes, a clean version with the changes accepted, and a written explanation of the changes. Three working days from payment.

Buying online forms the engagement on payment. The scope is what the review of an ai-drafted contract page describes, you accept the Terms of Service at checkout, and I email you within four working hours to get started. If you would rather ask something first, email me.

What you get

• Your own Word document returned with every amendment I consider necessary shown as a tracked change, so you can see exactly what I changed and accept or reject each one
• A clean version with every change accepted, ready to send
• Corrections to anything that is wrong as a matter of English law, unenforceable as drafted, or internally inconsistent
• Missing provisions added where the document has left a gap that matters: usually liability, termination, payment, intellectual property or data
• Comments in the margin where a clause is a commercial choice rather than a legal one, so the decision stays yours
• A written explanation of what I have changed and why, by email or as an attachment if it is lengthy, with anything you should think about before sending it out
• Follow-up questions on the mark-up answered by email, included

What is not included

• A full rewrite. This is a review and amendment of your document, not a replacement for it. If the draft is structurally unsuitable for the deal, I will say so and quote separately for drafting it properly
• A second round of amendments after you have changed the document again, which I can quote for
• Negotiating with the other side
• Advice on the law of any jurisdiction other than England and Wales
• Tax, accounting or regulatory advice
• Reviewing a document the other side drafted, which is the contract review service, at the same price

Questions I am often asked

The draft says we will negotiate in good faith to sign within sixty days. Can we enforce that?

Not the good faith obligation, which English law treats as too uncertain. The review replaces it with obligations that can be enforced: information by a date, drafts by a date, and consequences for withdrawal in stated circumstances.

We signed heads of terms for a lease. Are we bound to take it?

Not if the heads were subject to contract and did not contain all the terms in a signed document. A lease contract needs to satisfy the statutory formalities, and heads drafted properly do not. The review checks yours.

Is a lock-out period worth having?

It is, if it is drafted with a fixed period and a defined scope, because that is enforceable and an open-ended exclusivity is not. The review drafts one with obligations on both sides during the period.

Related guidance and services

• Review of an AI-drafted contract, £495, the service this page describes
• Contract review, £495
• Reviewing heads of terms before a deal
• Getting an AI-drafted joint venture agreement checked

This page is general guidance for businesses in England and Wales, not advice on your own circumstances. Last reviewed: September 2026. Email geoffrey@caesar.co.uk.