Typical contents: parties, price (and any adjustments), payment structure (cash, shares, earn-out), exclusivity period, conditions to closing, key warranties, indemnities outline, employment arrangements for sellers, expense responsibility, and confidentiality. The document is usually labelled "subject to contract" — meaning the price and structure are agreed in principle but not legally binding. The exclusivity clause is often the only binding provision. Signing Heads typically triggers the formal due diligence phase.