"Some people immediately assume that a Heads of Agreement is legally binding, while others assume it is not.
The reality is that a Heads of Agreement could be either binding or not. However, generally the intention is that the Heads of Agreement is not binding in relation to the "key terms of a proposed agreement between parties",
((The important bit))
- but is binding in relation to such matters as "exclusivity, confidentiality, due diligence and intellectual property - "
