此处“HTA协议”应该是指“Heads of Terms Agreement”，又称“Heads of Agreement”或“Letter of Intent”，中文可译为“意向书”，这份文件主要是针对初步销售、合伙或其他交易建立框架，列出交易当事方在协商过程中就交易大体达成一致的条款，并非涵盖正式合同涉及的全部内容。“Heads of Terms Agreement”通常只是证明其具有严肃意图，在法律层面上不具有约束力，不能强迫交易当事方依据该等条款甚至完全依据该等条款达成交易；但是，有关知识产权、排他性、保密性、竞业禁止和费用等方面的规定一般会对各当事方产生约束力，若一方违反了具有约束力的条款，则另一方可向法院申请禁制令、衡平法上的救济、损害赔偿或强制实际履行。“Heads of Terms Agreement”在澳大利亚、新西兰和英国比较常见，可用于公开并购、合资经营、项目融资和私募股权投资等贷款融资和其他交易，其订立目的主要包括：以书面形式确定大体协商一致的主要条款；概述有关协商事宜的时间安排，规定交易当事方在协商过程中的义务；为某些在法律上具有约束力的初步条款创建框架。

下面以英国政府官网（www.gov.uk）上发布的“Model Heads of Terms Agreement”和SEC网站上公布的相关文件（来源：https://www.sec.gov/Archives/edgar/data/1488309/000111776814000932/exhibit101.htm）为例讲解其中涉及的条款：

在序言部分，可能会出现下面一段话：

“The contents of this document are not exhaustive and they are not, and are not intended to be, legally binding except where they are specifically stated below to be binding.”

中文意思为：本文件所述内容并非详尽无遗，目前以及未来均不具有法律约束力，除非特别说明其具有约束力。

在正文部分，可能会涉及下列条款：

“1. Purpose

The Parties agree to enter into this HTA in order to XXX.

2. Timing

Within XXX business days of the effective date of this HTA, XXX Company shall deliver XXX to XXX within XXX days.

3. Intellectual Property

All work or materials developed or provided by either Party shall be owned exclusively that Party and shall not be represented in any form as belonging to anyone other than the originating Party. Such work or materials shall include, but are limited to, standard corporate documents, branding and intellectual property, operational data, notes, plans, customer lists, deal based documentation, specifications, designs, files, engineering technology, software (in source and object code form), and any proprietary solutions.

4. No Agency

The Parties agree that this HTA does not create any formal or informal agency, partnership or similar permanent relationship other than as described in this HTA and executed in the subsequent documents in support of this agreement, and neither Party shall have any right or authority to bind the other Party in any manner including, without limitation, any legal or financial obligation.

5. No Warranty

The Parties shall use reasonable efforts to ensure the suitability of all proposed solutions and plans but neither Party shall be providing any warranty or guarantees.

6. Legal Effect

This HTA is binding upon the Parties, however each Party agrees that it will not make any frivolous claim for damages or seek any other legal or equitable remedy against or from the other Party or against the other Party’s affiliates arising from or in connection with this HTA other than by a serious breach of this HTA.

7. Confidentiality

This HTA and all information disclosed by one Party to the other in connection with the proposed collaboration shall be deemed Confidential Information and treated accordingly by the Parties. The Parties hereby affirm a separate Non-Disclosure Agreement signed between them.

8. Term and Termination

This HTA is effective from the date first signed below and shall continue in force until terminated by either Party giving the other Party at least XXX business days prior written notice. If the Parties subsequently execute definitive agreements, any such agreements will supersede this HTA as of its/their effective date.

9. Exclusivity and Non-Circumvention

The rights and relationships arsing under this HTA are exclusive to the Parties until Termination or until such time as the Parties may execute definitive agreements which may require extended exclusivity. Until the later of the Termination Date or the execution of any definitive agreement neither Party shall engage others to perform services the same as or or similar to those contemplated by the Parties under this HTA, and shall not do or take any action which directly or indirectly circumvents the other Party in execution of the Project which is contemplated by this Agreement.

10. Governing Law

This HTA shall be construed and controlled by the Laws of XXX.”

来源：

www.gov.uk；

https://www.sec.gov/Archives/edgar/data/1488309/000111776814000932/exhibit101.htm