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Non Binding Contract
"I need a Non-Binding Contract to document preliminary discussions for a joint venture between my Swiss technology company and a German software developer, including confidentiality provisions and exclusivity until March 2025."
1. Parties: Identification of all parties involved, including full legal names and addresses
2. Background: Context of the discussions and relationship between the parties
3. Definitions: Key terms used throughout the document
4. Non-Binding Nature: Clear statement that the document is not legally binding and creates no enforceable obligations
5. Purpose and Scope: Overview of the intended collaboration or transaction being explored
6. General Principles: Framework for how parties intend to proceed with discussions or collaboration
7. Duration: Timeframe for which this non-binding agreement will be relevant
8. Confidentiality: Treatment of confidential information exchanged during discussions (this section may be binding despite the non-binding nature of the rest of the agreement)
9. Costs and Expenses: Statement regarding who bears costs during the preliminary phase
10. Termination: How parties may end discussions or withdraw from the process
11. Notices: How formal communications between parties should be handled
12. Signatures: Execution section acknowledging the non-binding understanding
1. Exclusivity: Used when parties wish to include a period of exclusive negotiations
2. Intellectual Property: Include when discussions involve sharing of IP or creation of new IP
3. Due Diligence: Add when document relates to a potential transaction requiring due diligence
4. Good Faith: Optional statement about conducting discussions in good faith
5. Binding Provisions: Section identifying specific provisions that are intended to be binding (e.g., confidentiality, costs)
6. Future Steps: Include when there's a clear path to a binding agreement that parties wish to document
7. Regulatory Approvals: Add when the contemplated transaction may require regulatory oversight
8. Press Releases: Include when public announcements about the discussions need to be controlled
1. Schedule 1 - Timeline: Proposed timeline for discussions and potential next steps
2. Schedule 2 - Contact Details: Key contact persons for each party
3. Schedule 3 - Subject Matter: Detailed description of the proposed transaction or collaboration
4. Appendix A - Term Sheet: High-level commercial terms under discussion
5. Appendix B - Required Approvals: List of anticipated regulatory or corporate approvals needed
6. Appendix C - Due Diligence Requirements: Outline of required due diligence items if applicable
Authors
Technology
Financial Services
Manufacturing
Healthcare
Real Estate
Energy
Transportation
Telecommunications
Professional Services
Education
Research and Development
Retail
Construction
Agriculture
Pharmaceuticals
Legal
Business Development
Corporate Strategy
Executive Leadership
Operations
Finance
Commercial
Research and Development
Project Management
Mergers and Acquisitions
Investment
Compliance
Corporate Affairs
Risk Management
Chief Executive Officer
Chief Legal Officer
Business Development Director
Corporate Counsel
Managing Director
Chief Financial Officer
Head of Strategy
Commercial Director
Partnership Manager
Investment Manager
Project Manager
Legal Counsel
Operations Director
Chief Operating Officer
Research Director
Development Manager
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