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Pre Contract Agreement
"I need a Pre Contract Agreement for a potential acquisition of a Hong Kong technology company, including a 90-day exclusivity period starting March 1, 2025, with strong confidentiality provisions and detailed due diligence requirements."
1. Parties: Identification of all parties involved in the potential transaction or agreement
2. Background: Context of the proposed transaction and relationship between the parties
3. Definitions: Key terms used throughout the agreement
4. Purpose and Scope: Clear statement of the intended purpose of the pre-contract agreement and scope of proposed transaction
5. Binding and Non-Binding Provisions: Clear distinction between which provisions are legally binding and which are expressions of intent
6. Confidentiality: Obligations regarding confidential information exchanged during negotiations
7. Duration and Termination: Period for which the pre-contract agreement remains valid and circumstances for termination
8. Costs and Expenses: Allocation of costs incurred during the negotiation period
9. Governing Law and Jurisdiction: Specification of Hong Kong law as governing law and jurisdiction for disputes
10. Entire Agreement: Confirmation that this document represents the entire understanding between parties regarding pre-contractual matters
1. Exclusivity: Commitment not to negotiate with other parties during a specified period - include when exclusive negotiating rights are required
2. Due Diligence: Framework for conducting due diligence investigations - include when substantial due diligence is anticipated
3. Break Fee: Provisions for compensation if one party withdraws - include in high-value transactions or where significant preliminary costs are expected
4. Good Faith Obligations: Specific obligations to negotiate in good faith - include when parties want to emphasize commitment to reaching final agreement
5. Intellectual Property: Protection of IP rights during negotiation phase - include when significant IP will be disclosed
6. Press Releases and Announcements: Controls on public statements about the potential transaction - include for sensitive or high-profile deals
7. Parent Company Guarantee: Guarantee from parent company regarding costs or obligations - include when dealing with subsidiaries
1. Schedule 1 - Timeline: Proposed timeline for negotiations and completion of final agreement
2. Schedule 2 - Required Information: List of information and documents to be exchanged during negotiation phase
3. Schedule 3 - Authorized Representatives: List of authorized representatives from each party for negotiations
4. Schedule 4 - Term Sheet: Key commercial terms agreed in principle for the final agreement
5. Appendix A - Confidentiality Terms: Detailed confidentiality provisions and procedures
6. Appendix B - Due Diligence Requirements: Detailed requirements and procedures for due diligence process
Authors
Real Estate
Financial Services
Technology
Manufacturing
Construction
Professional Services
Retail
Healthcare
Education
Energy
Transportation
Telecommunications
Media and Entertainment
Hospitality
International Trade
Legal
Corporate Development
Mergers and Acquisitions
Commercial
Business Development
Finance
Operations
Procurement
Risk Management
Compliance
Strategy
Executive Leadership
Project Management
Investment
Corporate Secretarial
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Managing Director
Commercial Director
Legal Counsel
Corporate Lawyer
Business Development Manager
Project Manager
Investment Manager
Real Estate Manager
Procurement Manager
Contract Manager
Operations Director
Company Secretary
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