The Preliminary Sales Agreement (Vorvertrag zum Kaufvertrag) is a crucial document used in German business transactions when parties have reached agreement on fundamental aspects of a sale but need time to finalize details or fulfill certain conditions before executing the final contract. This document is particularly relevant in complex transactions where due diligence, financing arrangements, or regulatory approvals are required. The agreement, governed by German law, particularly the Civil Code (BGB), creates legally binding obligations while maintaining flexibility for the final sale agreement. It typically includes detailed provisions about the sale object, purchase price, timeline, and conditions precedent, while establishing exclusivity periods and confidentiality obligations. This type of agreement is commonly used in both corporate and individual transactions, providing legal certainty during the preliminary phase while allowing parties to address prerequisites for the final sale.
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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
3. Definitions: Key terms used throughout the agreement
4. Subject Matter of Sale: Detailed description of the goods or property to be sold
5. Preliminary Obligations: Core obligations of both parties during the preliminary period
6. Purchase Price and Payment Terms: Agreed purchase price, payment schedule, and any conditions for the preliminary phase
7. Timeline: Expected timeline for finalizing the main sales agreement and key milestones
8. Conditions Precedent: Conditions that must be met before proceeding to the final sales agreement
9. Exclusivity: Provisions preventing the seller from negotiating with other parties during the preliminary period
10. Confidentiality: Obligations regarding confidential information exchanged during negotiations
11. Term and Termination: Duration of the preliminary agreement and circumstances for termination
12. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction for disputes
1. Due Diligence: Terms regarding the buyer's right to conduct due diligence, used when complex assets or businesses are involved
2. Financing Conditions: Include when the transaction is subject to the buyer obtaining financing
3. Regulatory Approvals: Required when the transaction needs specific regulatory clearances
4. Break Fee: Terms regarding compensation if either party withdraws, used in high-value transactions
5. Asset Maintenance: Obligations regarding maintenance of assets during the preliminary period, relevant for physical assets or ongoing businesses
6. Employee Matters: Include when the sale involves transfer of employees or workforce considerations
7. Intellectual Property: Required when IP rights are part of the transaction
8. Environmental Matters: Include for transactions involving real estate or industrial assets
1. Description Schedule: Detailed technical or legal description of the sale object
2. Price Calculation Schedule: Detailed breakdown of the purchase price components and calculations
3. Timeline Schedule: Detailed timeline with specific dates and milestones
4. Due Diligence Checklist: List of documents and information to be provided during due diligence
5. Form of Final Sale Agreement: Draft or key terms of the intended final sale agreement
6. Required Approvals: List of necessary regulatory or third-party approvals
Relevant legal definitions
Clauses
Relevant Industries
Real Estate
Manufacturing
Technology
Retail
Automotive
Energy
Healthcare
Construction
Agriculture
Professional Services
Industrial Equipment
Consumer Goods
Digital Services
Telecommunications
Relevant Teams
Legal
Finance
Sales
Procurement
Business Development
Risk Management
Compliance
Corporate Secretariat
Operations
Real Estate
Mergers & Acquisitions
Commercial
Relevant Roles
Chief Executive Officer
Chief Financial Officer
General Counsel
Legal Director
Corporate Lawyer
Business Development Manager
Sales Director
Procurement Manager
Contract Manager
Real Estate Manager
Mergers & Acquisitions Director
Commercial Director
Risk Manager
Compliance Officer
Company Secretary
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