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Pre Negotiation Agreement Template for Germany

A Pre-Negotiation Agreement governed by German law is a preliminary legal document that establishes the framework for future negotiations between parties. This document, structured in accordance with the German Civil Code (BGB), particularly 搂搂 241(2) and 311(2), sets out the terms under which parties will conduct negotiations, including confidentiality obligations, exclusivity provisions if applicable, and the allocation of pre-contractual responsibilities. The agreement specifically addresses German legal requirements regarding pre-contractual duties (vorvertragliche Pflichten) and good faith obligations (Treu und Glauben), while incorporating necessary provisions for compliance with German trade secret protection laws and, where applicable, GDPR requirements.

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What is a Pre Negotiation Agreement?

The Pre-Negotiation Agreement serves as an essential preliminary document in complex business transactions under German law. It is typically used when parties are contemplating significant business arrangements such as mergers, acquisitions, joint ventures, or major commercial contracts, and need to establish ground rules before commencing detailed negotiations. The document addresses key aspects required by German law, including confidentiality obligations (Geheimhaltungspflichten), good faith requirements (Treu und Glauben), and pre-contractual duties (vorvertragliche Pflichten). It provides protection for sensitive information exchanged during negotiations while clearly delineating which provisions are binding and which are preliminary in nature. This agreement is particularly crucial in the German business environment, where pre-contractual obligations carry significant legal weight and parties need clear frameworks for their preliminary discussions.

What sections should be included in a Pre Negotiation Agreement?

1. Parties: Identification of the parties entering into the pre-negotiation agreement, including full legal names and addresses

2. Background: Context of the proposed transaction or relationship and purpose of entering into preliminary discussions

3. Definitions: Key terms used throughout the agreement, particularly defining 'Confidential Information' and 'Permitted Purpose'

4. Purpose and Scope: Clear statement of the intended scope of negotiations and that this is a preliminary agreement

5. Confidentiality Obligations: Detailed provisions regarding the protection and non-disclosure of confidential information exchanged during negotiations

6. Duration and Termination: Period for which the agreement remains in effect and circumstances for termination

7. Binding and Non-Binding Provisions: Clear distinction between which provisions are legally binding (typically confidentiality) and which are not

8. Governing Law and Jurisdiction: Specification of German law as governing law and designation of competent courts

What sections are optional to include in a Pre Negotiation Agreement?

1. Exclusivity: Used when parties agree not to negotiate with other parties for a specified period

2. Cost Allocation: Include when parties wish to specify how costs incurred during negotiations will be shared or borne

3. Break Fee: Used when parties want to establish compensation if one party terminates negotiations under specific circumstances

4. Timeline: Include when parties want to set specific milestones or deadlines for the negotiation process

5. Intellectual Property Rights: Used when negotiations involve sharing of IP or when development of new IP during negotiations is anticipated

6. Data Protection: Include when personal data will be exchanged during negotiations, ensuring GDPR compliance

7. Non-Solicitation: Used to prevent parties from hiring each other's employees during and after negotiations

8. Press Releases and Announcements: Include when parties need to control public communications about the negotiations

What schedules should be included in a Pre Negotiation Agreement?

1. Schedule 1 - Negotiation Timeline: Detailed timeline of proposed negotiation stages and key milestones

2. Schedule 2 - Authorized Representatives: List of individuals authorized to conduct negotiations and receive confidential information

3. Schedule 3 - Information Handling Protocols: Specific procedures for handling and protecting confidential information

4. Appendix A - Scope of Proposed Transaction: Preliminary outline of the transaction or relationship being negotiated

5. Appendix B - Due Diligence Requirements: List of information and documents required for due diligence process

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

Germany

Cost

Free to use

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