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Preliminary Agreement
"I need a preliminary agreement for a merger valued at $50 million, outlining due diligence responsibilities, confidentiality terms, and a 90-day exclusivity period with a termination clause for unmet conditions."
What is a Preliminary Agreement?
A Preliminary Agreement outlines the key terms and initial understanding between parties before they sign a final contract. In Saudi business practice, these agreements help parties start working together while they iron out the details of their formal relationship, following Shariah-compliant principles.
Under Saudi commercial law, these agreements create a framework for negotiations but typically don't bind parties to complete the final deal. They're especially common in major construction projects, joint ventures, and corporate mergers across the Kingdom, where parties need to share information and establish basic terms before committing to complex, long-term obligations.
When should you use a Preliminary Agreement?
Use a Preliminary Agreement when entering complex negotiations in Saudi Arabia, especially for major business deals that need time to develop. This document proves especially valuable in real estate development, corporate acquisitions, and large-scale construction projects where parties must share sensitive information before finalizing terms.
The agreement becomes essential when dealing with international investors under Saudi investment regulations, or when starting joint ventures that require regulatory approvals. It helps protect confidential information, sets clear negotiation timelines, and establishes basic obligations while maintaining Shariah compliance鈥攑articularly important when arrangements involve multiple stages or need government permits.
What are the different types of Preliminary Agreement?
- Preliminary Agreement For Sale And Purchase: Sets initial terms for property or asset transactions, common in Saudi real estate deals
- Preliminary Share Purchase Agreement: Outlines proposed terms for corporate share transfers, following CMA regulations
- Preliminary Employment Contract: Establishes initial employment terms before final contract, aligned with Saudi Labor Law
- Preliminary Lease Agreement: Documents basic lease terms and conditions before formal tenancy agreement
Who should typically use a Preliminary Agreement?
- Business Owners and Executives: Initiate and negotiate Preliminary Agreements during major transactions, setting strategic direction
- Legal Counsel: Draft and review agreements to ensure Shariah compliance and protection of client interests
- Investment Companies: Use these agreements when structuring deals with foreign partners under Saudi investment regulations
- Real Estate Developers: Establish initial terms for large-scale property projects and developments
- Government Entities: Review and approve agreements involving regulated sectors or requiring special permits
- Corporate Finance Teams: Handle financial terms and due diligence processes outlined in the agreement
How do you write a Preliminary Agreement?
- Party Information: Gather full legal names, registration numbers, and authorized representatives of all involved parties
- Deal Scope: Define clear objectives, timeline, and any conditions that must be met before final agreement
- Legal Requirements: Check relevant Saudi regulations and Shariah compliance needs for your specific transaction type
- Key Terms: List essential deal points, confidentiality requirements, and any exclusivity periods
- Documentation: Collect necessary corporate approvals, licenses, and supporting documents
- Platform Usage: Our system generates customized Preliminary Agreements that ensure compliance with Saudi law while simplifying the drafting process
What should be included in a Preliminary Agreement?
- Party Details: Complete legal names, addresses, and registration numbers of all parties under Saudi law
- Subject Matter: Clear description of proposed transaction or relationship aligned with Shariah principles
- Duration and Timeline: Specific validity period and key milestone dates for negotiations
- Confidentiality Terms: Detailed provisions protecting sensitive information exchange
- Binding Elements: Clear distinction between binding and non-binding clauses under Saudi commercial law
- Governing Law: Express reference to Saudi law and competent courts for dispute resolution
- Signature Requirements: Proper execution blocks for authorized signatories with official stamps
- Template Assurance: Our platform ensures all these elements are properly included and Shariah-compliant
What's the difference between a Preliminary Agreement and a Business Acquisition Agreement?
A Preliminary Agreement differs significantly from a Business Acquisition Agreement in several key aspects under Saudi law. While both documents relate to business transactions, their purposes and legal effects are distinct.
- Legal Binding Effect: Preliminary Agreements typically outline initial terms without full legal commitment, while Business Acquisition Agreements are fully binding contracts that finalize the transaction
- Level of Detail: Preliminary Agreements contain basic terms and framework for negotiation, whereas Business Acquisition Agreements include comprehensive terms, warranties, and complete transaction details
- Timing: Preliminary Agreements come first in the negotiation process, setting the stage for due diligence, while Business Acquisition Agreements represent the final deal structure
- Regulatory Requirements: Business Acquisition Agreements must meet strict Saudi commercial law and CMA requirements for ownership transfer, while Preliminary Agreements have fewer formal requirements
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