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Commitment Agreement
"I need a commitment agreement for a freelance graphic designer to deliver a branding project by 31st December 2023, with a total budget of £5,000, including two revision rounds, and payment in two installments: 50% upfront and 50% upon completion."
What is a Commitment Agreement?
A Commitment Agreement sets out binding promises between parties who plan to enter into a more detailed contract later. It captures the key points they've agreed to, like pricing and timelines, while they work out the full terms. These agreements are especially common in UK property deals, corporate acquisitions, and joint ventures.
Unlike a basic memorandum of understanding, a properly drafted Commitment Agreement creates legal obligations under English contract law. It needs clear terms about what each party must do, when they'll do it, and what happens if someone backs out. Many businesses use these agreements to lock in essential deal terms while giving themselves time to handle due diligence and complex negotiations.
When should you use a Commitment Agreement?
Use a Commitment Agreement when you need to lock in key deal terms quickly but can't finalize all details right away. This often happens in time-sensitive property deals, where you've agreed on the price and want to prevent the seller from accepting other offers while solicitors handle searches and surveys. It's also valuable for complex business acquisitions when you need to secure board approval or arrange financing.
These agreements work particularly well in joint ventures or development projects where both parties must commit resources early but need time to work out operational specifics. They protect your interests during the gap between initial agreement and final contracts, especially when you're dealing with multiple stakeholders or regulatory approvals.
What are the different types of Commitment Agreement?
- Basic Commitment Agreement: Sets out core deal terms and timeline expectations with minimal detail - perfect for straightforward transactions or initial agreements
- Detailed Commercial Commitment Agreement: Includes comprehensive terms, conditions, and contingencies - suited for complex business deals or high-value transactions
- Project-Specific Agreement: Tailored for construction or development projects with staged commitments and milestone-based obligations
- Conditional Commitment Agreement: Contains specific requirements that must be met before full commitment takes effect, like regulatory approval or due diligence completion
- Binding Term Sheet: A hybrid format combining key commercial terms with immediate legal effect while maintaining flexibility for final documentation
Who should typically use a Commitment Agreement?
- Business Owners and Directors: Often initiate Commitment Agreements during acquisitions, mergers, or major commercial deals to secure key terms early
- Property Developers: Use these agreements to lock in land purchases or development rights while arranging financing
- Corporate Solicitors: Draft and review the agreements to ensure enforceability and protect client interests
- Investment Bankers: Rely on these documents when structuring complex transactions or securing initial commitments
- Joint Venture Partners: Enter into these agreements to outline responsibilities and contributions before finalizing detailed arrangements
How do you write a Commitment Agreement?
- Key Terms: Gather essential deal points like price, timeline, and core obligations that both parties have already agreed to
- Party Details: Collect full legal names, registered addresses, and authority confirmation for all signatories
- Timeline Planning: Map out key dates, including when final contracts must be signed and any critical milestones
- Deal Conditions: List any prerequisites or conditions that must be met before moving to final agreements
- Risk Assessment: Identify potential deal breakers or complications that need addressing in the commitment stage
- Document Generation: Use our platform to create a legally sound agreement that captures all these elements correctly
What should be included in a Commitment Agreement?
- Party Identification: Full legal names, addresses, and company registration details of all parties involved
- Deal Terms: Clear description of the key commercial terms, prices, and timelines both parties are committing to
- Binding Intent: Explicit statement that parties intend to create legal relations and be bound by the agreement
- Conditions Precedent: Any requirements that must be met before proceeding to final contracts
- Duration: Clear timeframe for reaching final agreement and what happens if deadlines aren't met
- Governing Law: Specification that English law applies and English courts have jurisdiction
- Signature Block: Space for authorized signatures, dates, and witness details if required
What's the difference between a Commitment Agreement and a Business Acquisition Agreement?
A Commitment Agreement differs significantly from a Business Acquisition Agreement in several key ways. While both documents relate to business transactions, they serve distinct purposes and are used at different stages of a deal.
- Timing and Purpose: Commitment Agreements are preliminary documents that lock in key terms while details are being worked out. Business Acquisition Agreements are comprehensive final contracts that complete the transaction
- Level of Detail: Commitment Agreements contain core terms and basic obligations. Business Acquisition Agreements include extensive provisions covering assets, liabilities, warranties, and post-completion matters
- Legal Effect: Commitment Agreements create binding obligations to proceed with negotiations. Business Acquisition Agreements transfer ownership and establish all final rights and obligations
- Duration: Commitment Agreements are temporary bridges to final documentation. Business Acquisition Agreements govern the entire transaction and ongoing relationship
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