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Pre Agreement Contract for India

Pre Agreement Contract Template for India

A Pre Agreement Contract under Indian law is a formal preliminary document that establishes the framework for future negotiations and potential business relationships between parties. This document, governed by Indian contract law, particularly the Indian Contract Act, 1872, outlines the initial understanding between parties while they work towards a final agreement. It includes essential provisions for confidentiality, exclusivity, negotiation timelines, and allocation of preliminary costs, while establishing good faith obligations during the negotiation process. The document serves as a crucial stepping stone in complex business transactions, providing legal protection during the negotiation phase while maintaining flexibility for the final agreement.

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What is a Pre Agreement Contract?

The Pre Agreement Contract serves as an essential preliminary document in Indian business transactions, establishing the groundwork for more detailed negotiations and final agreements. This document becomes particularly relevant when parties need to formalize their intention to negotiate while protecting confidential information and establishing exclusivity arrangements. It is commonly used in scenarios involving mergers and acquisitions, joint ventures, significant business partnerships, or complex commercial transactions where detailed due diligence and lengthy negotiations are anticipated. Under Indian law, while certain provisions of a Pre Agreement Contract may be binding (such as confidentiality and exclusivity), others are typically non-binding (such as the final transaction terms). The document must comply with the Indian Contract Act, 1872, and related legislation, ensuring that preliminary commitments are legally enforceable while maintaining flexibility for the final agreement terms.

What sections should be included in a Pre Agreement Contract?

1. Parties: Identification and details of all parties entering into the pre-agreement contract

2. Background: Context of the proposed transaction and purpose of entering into this pre-agreement

3. Definitions: Key terms used throughout the document and their specific meanings

4. Scope of Proposed Transaction: Broad outline of the intended final transaction or agreement

5. Good Faith Negotiations: Commitment of parties to negotiate the final agreement in good faith

6. Timeline: Expected timeline for negotiations and execution of the final agreement

7. Confidentiality: Obligations regarding confidential information exchanged during negotiations

8. Exclusivity: Provisions preventing parties from negotiating with third parties during the specified period

9. Costs and Expenses: Allocation of costs incurred during the negotiation process

10. Term and Termination: Duration of the pre-agreement and circumstances for early termination

11. Governing Law and Jurisdiction: Specification of Indian law as governing law and jurisdiction for disputes

What sections are optional to include in a Pre Agreement Contract?

1. Break Fee: Details of any break fee payable if negotiations fail under specific circumstances

2. Due Diligence: Framework for conducting due diligence investigations, if applicable

3. Intellectual Property Protection: Provisions protecting IP rights during the negotiation phase

4. Press Releases and Announcements: Rules regarding public announcements about the negotiations

5. Non-Solicitation: Restrictions on soliciting employees or customers during negotiations

6. Binding and Non-Binding Provisions: Clear distinction between which provisions are binding and non-binding

7. Force Majeure: Provisions for unforeseen circumstances affecting the negotiation process

What schedules should be included in a Pre Agreement Contract?

1. Schedule 1 - Timeline: Detailed timeline with key milestones for negotiation and completion

2. Schedule 2 - Confidential Information: Specific list of information deemed confidential

3. Schedule 3 - Due Diligence Requirements: List of documents and information required for due diligence

4. Appendix A - Term Sheet: Basic terms and conditions proposed for the final agreement

5. Appendix B - Contact Details: Key contact persons for each party during negotiations

Authors

Alex Denne

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

Jurisdiction

India

Publisher

Ƶ

Cost

Free to use
Relevant legal definitions




























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Relevant Industries

Technology

Manufacturing

Real Estate

Healthcare

Financial Services

Retail

Energy

Telecommunications

Infrastructure

E-commerce

Professional Services

Education

Hospitality

Automotive

Agriculture

Relevant Teams

Legal

Corporate Strategy

Business Development

Finance

Mergers & Acquisitions

Compliance

Commercial

Executive Leadership

Corporate Secretarial

Risk Management

Relevant Roles

Chief Executive Officer

Managing Director

Chief Legal Officer

General Counsel

Legal Director

Business Development Manager

Chief Financial Officer

Corporate Strategy Director

Mergers & Acquisitions Director

Company Secretary

Commercial Director

Head of Compliance

Senior Legal Counsel

Contract Manager

Investment Manager

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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