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Preliminary Partnership Agreement Template for Belgium

A Preliminary Partnership Agreement under Belgian law serves as a foundational document that outlines the initial framework for a potential business partnership between two or more parties. This document, governed by Belgian corporate and civil law, establishes the terms and conditions for exploring a formal partnership while protecting all parties' interests during the negotiation phase. It includes provisions for confidentiality, exclusivity, due diligence processes, and good faith negotiations, while addressing key preliminary terms without creating binding commitments for the final partnership arrangement.

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What is a Preliminary Partnership Agreement?

The Preliminary Partnership Agreement is a crucial document used in the Belgian business environment when parties are considering entering into a formal business partnership but need to establish a structured framework for their negotiations and preliminary collaboration. This document, while not committing parties to the final partnership, creates certain binding obligations regarding confidentiality, exclusivity, and negotiation conduct. Operating under Belgian law, particularly the Belgian Code of Companies and Associations and Civil Code, it provides essential protections and clarity during the pre-partnership phase. The agreement typically includes provisions for information sharing, due diligence processes, cost allocation, and timelines for reaching a final decision. This type of document is particularly relevant in today's complex business environment where thorough evaluation and protection of interests are essential before committing to a full partnership.

What sections should be included in a Preliminary Partnership Agreement?

1. Parties: Identification and details of all parties entering into the preliminary partnership agreement

2. Background: Context of the proposed partnership and reasons for entering into preliminary discussions

3. Definitions: Key terms used throughout the agreement and their specific meanings

4. Purpose and Scope: Outline of the intended partnership's objectives and preliminary scope of collaboration

5. Duration and Timeline: Period for which the preliminary agreement is valid and key milestones for partnership development

6. Confidentiality: Obligations regarding the protection and non-disclosure of sensitive information exchanged during negotiations

7. Exclusivity: Terms regarding exclusive negotiations during the preliminary period

8. Due Diligence: Framework for information sharing and verification process

9. Costs and Expenses: Allocation of costs incurred during the preliminary phase

10. Good Faith Negotiations: Commitment to negotiate in good faith and general principles of conduct

11. Termination: Circumstances and procedures for ending the preliminary agreement

12. Governing Law and Jurisdiction: Confirmation of Belgian law application and jurisdiction for dispute resolution

What sections are optional to include in a Preliminary Partnership Agreement?

1. Intellectual Property Rights: Provisions for IP protection during preliminary phase, used when significant IP will be shared

2. Break Fee: Compensation terms if one party withdraws, used in high-value potential partnerships

3. Interim Cooperation: Framework for any preliminary collaboration, used when parties wish to test working together

4. Press Releases and Announcements: Rules for public communications, used for high-profile partnerships or listed companies

5. Employee Non-Solicitation: Restrictions on hiring each other's employees, used when significant employee interaction is expected

6. Binding and Non-Binding Provisions: Clear identification of which provisions are binding, used in complex negotiations

7. Future Shareholding Structure: Preliminary agreement on ownership division, used when equity partnership is contemplated

What schedules should be included in a Preliminary Partnership Agreement?

1. Schedule 1 - Timeline and Key Milestones: Detailed timeline for negotiations and due diligence process

2. Schedule 2 - Initial Business Plan Overview: High-level outline of proposed partnership activities and objectives

3. Schedule 3 - Due Diligence Requirements: List of required documents and information for mutual verification

4. Schedule 4 - Confidential Information Categories: Specification of what constitutes confidential information

5. Schedule 5 - Authorized Representatives: List of key contacts and authorized negotiators for each party

6. Appendix A - Form of Non-Disclosure Agreement: Detailed confidentiality terms if separate from main agreement

7. Appendix B - Preliminary Resource Allocation: Initial outline of how resources might be shared or contributed

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Belgium

Cost

Free to use

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