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A Preliminary Contract is commonly used in complex commercial transactions where parties need to establish a framework for negotiations while maintaining certain binding obligations. This document, governed by English and Welsh law, typically precedes more comprehensive agreements and serves to protect parties during the negotiation phase. It can include both binding and non-binding provisions, covering aspects such as confidentiality, exclusivity, and basic commercial terms. The document is particularly valuable when parties need to commence initial work or discussions while detailed terms are being finalized.

1. Parties: Identification and details of all contracting parties

2. Background: Context and purpose of the preliminary contract

3. Definitions: Key terms used throughout the document

4. Subject Matter: Core purpose and scope of the preliminary agreement

5. Duration: Timeframe of the preliminary contract

6. Binding Effect: Which provisions are legally binding and which are not