The Preliminary Agreement is a crucial document in Swiss business practice, used when parties are initiating serious negotiations but are not yet ready to enter into a definitive agreement. It serves multiple purposes: establishing the framework for negotiations, protecting confidential information, and potentially securing exclusive negotiating rights. This document type is particularly valuable in complex transactions such as mergers and acquisitions, joint ventures, or significant commercial partnerships. While primarily non-binding in nature, certain provisions (such as confidentiality and costs) are typically binding under Swiss law. The Preliminary Agreement helps manage expectations, outline the proposed transaction structure, and define the negotiation process while providing legal protection under the Swiss Code of Obligations for both parties during the pre-contractual phase.
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1. Parties: Identification of all parties to the agreement, including full legal names, registration details, and addresses
2. Background: Context of the proposed transaction or relationship, including the parties' intentions and the purpose of the preliminary agreement
3. Definitions: Key terms used throughout the agreement, including definition of the proposed transaction or project
4. Non-Binding Nature: Clear statement of which provisions are non-binding, typically including the main commercial terms
5. Proposed Transaction Structure: Outline of the contemplated transaction or relationship, including key commercial terms under consideration
6. Timeline and Process: Expected timeline for negotiations, due diligence, and completion of the definitive agreement
7. Confidentiality: Binding provisions regarding the treatment of confidential information exchanged during negotiations
8. Costs and Expenses: Statement on how costs related to negotiations and due diligence will be borne
9. Term and Termination: Duration of the preliminary agreement and circumstances under which it may be terminated
10. Governing Law and Jurisdiction: Specification of Swiss law as governing law and designation of competent courts
1. Exclusivity: Binding provision preventing parties from negotiating with other parties, used when exclusive negotiations are required
2. Break Fee: Provisions for compensation if one party terminates negotiations, used in high-value transactions
3. Due Diligence: Detailed provisions regarding the due diligence process, used when significant investigation is required
4. Regulatory Approvals: Framework for obtaining necessary regulatory approvals, used when the proposed transaction requires regulatory oversight
5. Intellectual Property: Provisions protecting IP rights during negotiations, used when significant IP will be disclosed
6. Public Announcements: Controls on public statements about the negotiations, used for sensitive or public-interest transactions
7. Non-Solicitation: Restrictions on soliciting employees or customers, used when there's risk of poaching during negotiations
1. Transaction Structure Overview: Detailed outline of the proposed transaction structure and key terms
2. Timeline: Detailed timeline with key milestones and deadlines for the negotiation process
3. Confidentiality Terms: Detailed confidentiality provisions and procedures for handling sensitive information
4. Due Diligence Requirements: List of required due diligence items and process guidelines
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Manufacturing
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Financial Services
Real Estate
Healthcare
Energy
Telecommunications
Professional Services
Retail
Construction
Transportation
Pharmaceuticals
Consumer Goods
Media and Entertainment
Relevant Teams
Legal
Corporate Development
Mergers & Acquisitions
Business Development
Finance
Executive Leadership
Strategy
Commercial
Risk Management
Compliance
Relevant Roles
Chief Executive Officer
Chief Financial Officer
General Counsel
Legal Director
Corporate Development Director
Head of Mergers & Acquisitions
Business Development Manager
Investment Director
Chief Operating Officer
Commercial Director
Strategy Director
Head of Legal
Senior Legal Counsel
Transaction Manager
Partnership Manager
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