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Preliminary Sales Agreement Template for Denmark

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Key Requirements PROMPT example:

Preliminary Sales Agreement

Document background
The Preliminary Sales Agreement is a crucial document used in Danish business transactions when parties have reached initial understanding on key terms but require additional time for due diligence, negotiation, or fulfillment of conditions before proceeding to a final sale. This document type is particularly relevant in complex commercial transactions where detailed investigation of the subject matter is necessary, or where regulatory approvals may be required. Governed by Danish law, including the Købeloven and Aftaleloven, it provides a framework for moving forward while managing expectations and protecting both parties' interests. The agreement typically combines binding commitments (such as exclusivity and confidentiality) with non-binding provisions regarding the proposed transaction terms, creating a clear roadmap towards the final sale agreement while maintaining necessary flexibility.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Authors

Relevant legal definitions





























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Relevant Industries
Relevant Teams
Relevant Roles
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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