The Preliminary Contract (Vorvertrag) is a strategic legal instrument under Austrian law, commonly used when parties have reached agreement on fundamental terms but need time to address certain prerequisites before concluding a final contract. This document is particularly valuable in complex business transactions, real estate deals, or situations requiring regulatory approvals, due diligence, or third-party consents. Governed by § 936 ABGB, it must contain sufficiently detailed terms to be enforceable while providing a clear timeline and framework for the conclusion of the main contract. The document helps manage risks and expectations during the interim period, establishing rights, obligations, and consequences if either party fails to proceed with the main contract.
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1. Parties: Identification and details of the contracting parties
2. Background: Context of the preliminary agreement and reasons for entering into it
3. Definitions: Key terms used throughout the agreement
4. Subject Matter of the Preliminary Contract: Clear description of the obligation to conclude the future main contract and its essential terms
5. Timeline: Period within which the main contract must be concluded and any relevant deadlines
6. Essential Terms of the Main Contract: Specification of the fundamental elements that will form part of the main contract
7. Conditions Precedent: Conditions that must be fulfilled before the obligation to enter into the main contract becomes effective
8. Rights and Obligations: Interim rights and obligations of the parties during the preliminary contract period
9. Consequences of Non-Conclusion: Legal consequences if one party fails to enter into the main contract
10. Governing Law and Jurisdiction: Confirmation of Austrian law application and competent courts
1. Exclusivity: Provisions preventing parties from negotiating with third parties, used when exclusive negotiations are required
2. Due Diligence: Framework for conducting due diligence investigations, relevant for complex commercial transactions
3. Confidentiality: Provisions for protecting sensitive information, important when confidential information will be exchanged
4. Cost Allocation: Distribution of costs incurred during the preliminary contract period, relevant for complex transactions
5. Force Majeure: Provisions for extraordinary circumstances affecting the ability to conclude the main contract
6. Break-up Fee: Compensation payable if one party withdraws, used in high-value commercial transactions
1. Draft Main Contract: Preliminary version or key terms of the intended main contract
2. Timeline Schedule: Detailed timeline of actions and milestones leading to the main contract
3. Required Approvals: List of necessary regulatory or third-party approvals needed before main contract conclusion
4. Price Calculation: Framework or formula for determining the price in the main contract, if applicable
Relevant legal definitions
Clauses
Relevant Industries
Real Estate
Construction
Manufacturing
Technology
Retail
Financial Services
Healthcare
Energy
Transportation
Hospitality
Agriculture
Professional Services
Entertainment
Telecommunications
Relevant Teams
Legal
Commercial
Business Development
Finance
Operations
Procurement
Risk Management
Compliance
Real Estate
Corporate Development
Strategy
Investment
Relevant Roles
Legal Counsel
Contract Manager
Business Development Manager
Chief Executive Officer
Chief Financial Officer
Commercial Director
Project Manager
Real Estate Manager
Procurement Manager
Operations Director
Investment Manager
Risk Manager
Compliance Officer
General Manager
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