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Non Binding Purchase Agreement for Germany

Non Binding Purchase Agreement Template for Germany

This document is a Non-Binding Purchase Agreement governed by German law, designed to outline the preliminary terms and conditions for a potential purchase transaction while explicitly maintaining its non-binding nature. It serves as a framework for negotiations and due diligence processes, incorporating key German legal principles including pre-contractual obligations (culpa in contrahendo) and good faith (Treu und Glauben). The agreement typically includes proposed purchase terms, due diligence procedures, and timelines, while clearly stating which provisions (such as confidentiality) are binding and which are not. It provides a structured approach to negotiations while offering flexibility for parties to adjust terms as discussions progress.

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Non Binding Purchase Agreement

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What is a Non Binding Purchase Agreement?

The Non-Binding Purchase Agreement is a crucial document in the early stages of commercial transactions under German law, used when parties wish to document their intentions and proposed terms without creating binding obligations. It serves as a roadmap for negotiations and typically precedes a definitive purchase agreement. This document is particularly valuable in complex transactions where parties need to conduct due diligence, obtain financing, or secure regulatory approvals before committing to a binding agreement. While maintaining its non-binding nature for most provisions, it often includes certain binding elements such as confidentiality obligations and exclusivity periods. The agreement must be carefully drafted to comply with German legal principles, particularly regarding pre-contractual obligations and good faith requirements, while clearly delineating between binding and non-binding provisions.

What sections should be included in a Non Binding Purchase Agreement?

1. Parties: Identification of all parties involved in the potential transaction, including full legal names and addresses

2. Background: Context of the proposed transaction and the purpose of this non-binding agreement

3. Definitions: Key terms used throughout the agreement

4. Non-Binding Nature: Clear statement that the agreement is non-binding and does not create legal obligations except for specified sections

5. Subject Matter: Description of the assets or business to be potentially purchased

6. Proposed Purchase Price: Indicative purchase price and potential payment terms

7. Due Diligence: Framework for the conduct of due diligence investigations

8. Timeline: Proposed schedule for negotiations and potential completion

9. Confidentiality: Binding provisions regarding the confidentiality of discussions and shared information

10. Exclusivity: Any exclusivity arrangements during the negotiation period (if applicable)

11. Costs: Each party's responsibility for their own costs and expenses

12. Governing Law: Specification of German law as the governing law

What sections are optional to include in a Non Binding Purchase Agreement?

1. Break Fee: Provisions for any break fee arrangements if negotiations are terminated - used in larger transactions

2. Financing: Details of proposed financing arrangements - included when purchase requires external financing

3. Employee Matters: Preliminary arrangements regarding employees - relevant for business purchases

4. Regulatory Approvals: Framework for obtaining necessary regulatory approvals - included when regulatory oversight is expected

5. Post-Closing Cooperation: Proposed arrangements for transition period - relevant for complex business transfers

6. Tax Matters: Preliminary tax considerations - included for transactions with significant tax implications

7. Environmental Matters: Environmental due diligence framework - relevant for real estate or industrial businesses

What schedules should be included in a Non Binding Purchase Agreement?

1. Asset Schedule: Detailed list of assets proposed to be included in the purchase

2. Price Calculation: Detailed breakdown of how the proposed purchase price was calculated

3. Due Diligence Checklist: List of documents and information to be reviewed during due diligence

4. Timeline Schedule: Detailed proposed timeline for the transaction process

5. Required Approvals: List of anticipated regulatory and third-party approvals

6. Key Employees: List of key employees and proposed arrangements (if applicable)

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 | Serial Founder & Legal AI Author

Jurisdiction

Germany

Document Type

Purchase Agreement

Cost

Free to use
Relevant legal definitions






























Clauses





























Relevant Industries

Manufacturing

Technology

Real Estate

Retail

Healthcare

Financial Services

Professional Services

Industrial

Energy

Automotive

Consumer Goods

Telecommunications

Agriculture

Construction

Transportation & Logistics

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Strategy

Business Development

Executive Leadership

Commercial

Risk Management

Compliance

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Legal Counsel

Corporate Development Manager

Business Development Director

Head of Mergers & Acquisitions

Investment Manager

Commercial Director

Strategy Director

Finance Director

Senior Legal Counsel

Transaction Manager

Due Diligence Manager

Corporate Secretary

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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