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Preliminary Sales Agreement
1. Parties: Identification and details of the seller and buyer, including registration numbers and addresses
2. Background: Context of the preliminary agreement, including the purpose and intent of the parties
3. Definitions: Key terms used throughout the agreement
4. Subject Matter of Sale: Description of the goods/property to be sold
5. Preliminary Purchase Price: Indicative price and payment terms, subject to final agreement
6. Due Diligence: Terms and process for buyer's investigation of the subject matter
7. Conditions Precedent: Conditions that must be met before proceeding to final agreement
8. Timeline: Key dates and deadlines for various stages of the transaction
9. Binding and Non-Binding Provisions: Clear distinction between which provisions are legally binding and which are subject to further negotiation
10. Exclusivity: Terms preventing the seller from negotiating with other parties during the preliminary period
11. Confidentiality: Obligations regarding confidential information exchanged during the preliminary phase
12. Costs: Allocation of costs during the preliminary phase
13. Governing Law and Jurisdiction: Confirmation of Danish law as governing law and jurisdiction for disputes
14. Signatures: Execution blocks for all parties
1. Break Fee: Applicable when parties want to include compensation if either party withdraws from negotiations
2. Financing Conditions: Include when buyer's ability to proceed is dependent on obtaining financing
3. Regulatory Approvals: Required when the transaction needs specific regulatory clearances
4. Employee Matters: Relevant when the sale involves transfer of employees or labor considerations
5. Intellectual Property: Include when IP rights are part of the preliminary discussions
6. Environmental Matters: Necessary when environmental due diligence is required
7. Parent Company Guarantee: Include when additional security is required from a parent company
1. Description of Subject Matter: Detailed technical or legal description of what is being sold
2. Preliminary Price Calculation: Framework for calculating the final purchase price
3. Due Diligence Checklist: List of documents and information to be provided during due diligence
4. Timeline Overview: Detailed schedule of key dates and milestones
5. Required Approvals: List of necessary third-party or regulatory approvals
6. Form of Final Agreement: Draft or outline of the intended final sales agreement
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