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Preliminary Sale Agreement Template for Switzerland

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Key Requirements PROMPT example:

Preliminary Sale Agreement

"I need a Preliminary Sale Agreement under Swiss law for the purchase of a pharmaceutical manufacturing facility in Basel, with completion planned for March 2025, including specific provisions for regulatory approvals and GMP compliance requirements."

Document background
The Preliminary Sale Agreement is a crucial document used in Swiss business transactions where parties need to formalize their intention to enter into a final sale agreement while addressing preliminary matters such as due diligence, regulatory approvals, or financing arrangements. This type of agreement is particularly valuable in complex transactions where immediate completion is not feasible or desirable. Governed by Swiss law, particularly the Code of Obligations (Obligationenrecht), it creates legally binding obligations while allowing flexibility for the parties to address conditions precedent and establish clear parameters for the final sale. The document is commonly used in both real estate and corporate transactions, providing a structured framework for the pre-completion phase while protecting both parties' interests through enforceable preliminary commitments.
Suggested Sections

1. Parties: Identification and details of the seller and buyer, including full legal names, addresses, and registration details if companies

2. Background: Context of the transaction and purpose of entering into a preliminary agreement before the main sale agreement

3. Definitions: Key terms used throughout the agreement, including 'Property', 'Completion Date', 'Purchase Price', etc.

4. Subject Matter of Sale: Detailed description of the asset(s) to be sold under the future main agreement

5. Purchase Price and Payment Terms: Agreed purchase price, any deposits required, and payment structure

6. Conditions Precedent: Conditions that must be satisfied before parties are obligated to enter into the main sale agreement

7. Timeline: Key dates including deadline for signing the main agreement and completion timeframe

8. Obligations of the Parties: Specific duties of both parties during the preliminary period

9. Representations and Warranties: Basic warranties about capacity to contract and ownership of the subject matter

10. Termination: Circumstances under which the preliminary agreement can be terminated

11. Governing Law and Jurisdiction: Confirmation of Swiss law as governing law and jurisdiction for disputes

Optional Sections

1. Due Diligence: Terms regarding the buyer's right to conduct due diligence, used when the sale involves complex assets or business interests

2. Exclusivity: Seller's commitment not to negotiate with other parties, included when buyer requires exclusivity period

3. Break Fee: Provisions for compensation if either party withdraws, used in high-value transactions

4. Confidentiality: Obligations to keep negotiations and information confidential, important for sensitive commercial transactions

5. Force Majeure: Provisions for unforeseen circumstances, particularly relevant for longer preliminary periods

6. Assignment: Rights to assign the agreement to other parties, relevant for corporate transactions

7. Broker/Agent Provisions: Terms regarding intermediaries' roles and commissions, included when brokers are involved

Suggested Schedules

1. Description of Property/Assets: Detailed technical or legal description of the sale subject matter

2. Purchase Price Calculation: Detailed breakdown of the purchase price components and calculations

3. Form of Main Sale Agreement: Draft or key terms of the final sale agreement to be entered into

4. Due Diligence Requirements: List of documents and information to be provided for due diligence

5. Timeline Schedule: Detailed timeline of all key dates and deadlines

6. Required Approvals: List of regulatory or third-party approvals needed before final sale

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions




































Clauses





























Relevant Industries

Real Estate

Manufacturing

Technology

Retail

Hospitality

Industrial

Agriculture

Automotive

Energy

Infrastructure

Healthcare

Professional Services

Construction

Mining

Telecommunications

Relevant Teams

Legal

Finance

Corporate Development

Real Estate

Procurement

Compliance

Risk Management

Operations

Business Development

Investment

Asset Management

Property Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Corporate Lawyer

Real Estate Manager

Business Development Manager

Property Manager

Procurement Manager

Investment Director

Commercial Director

Transaction Manager

Asset Manager

Operations Director

Company Secretary

Compliance Officer

Risk Manager

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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