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Pre Contract Agreement Template for Hong Kong

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Key Requirements PROMPT example:

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."

Document background
The Pre Contract Agreement is essential in complex commercial transactions where parties need to establish clear parameters before committing to a final agreement. This document is particularly relevant in Hong Kong's dynamic business environment, where international and local companies frequently engage in sophisticated commercial arrangements. It serves as a crucial tool for protecting parties' interests during negotiations, establishing confidentiality obligations, and potentially securing exclusivity rights. The agreement typically outlines the proposed transaction structure, key commercial terms, and timeline for negotiations, while clearly defining which provisions are legally binding under Hong Kong law. This type of agreement is commonly used in mergers and acquisitions, joint ventures, major property transactions, and significant commercial contracts where substantial due diligence or detailed negotiations are required.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Relevant Industries

Real Estate

Financial Services

Technology

Manufacturing

Construction

Professional Services

Retail

Healthcare

Education

Energy

Transportation

Telecommunications

Media and Entertainment

Hospitality

International Trade

Relevant Teams

Legal

Corporate Development

Mergers and Acquisitions

Commercial

Business Development

Finance

Operations

Procurement

Risk Management

Compliance

Strategy

Executive Leadership

Project Management

Investment

Corporate Secretarial

Relevant Roles

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

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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