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Pre Contractual Agreement
"I need a Pre Contractual Agreement for a potential acquisition of a software development company in Auckland, with strict confidentiality provisions and a due diligence period extending until March 2025, including specific protections for source code review during negotiations."
1. Parties: Identifies and provides full legal details of all parties involved in the pre-contractual agreement
2. Background: Sets out the context and purpose of the pre-contractual agreement, including the parties' intentions to negotiate a formal agreement
3. Definitions: Defines key terms used throughout the document to ensure clarity and prevent misinterpretation
4. Purpose and Scope: Outlines the intended transaction or relationship and the scope of the negotiations
5. Binding and Non-Binding Provisions: Clearly identifies which provisions are legally binding and which are subject to negotiation
6. Confidentiality: Sets out obligations regarding the protection and use of confidential information exchanged during negotiations
7. Negotiation Process: Describes the process, timeline, and key milestones for negotiations
8. Exclusivity: If applicable, states whether parties are prohibited from negotiating with other parties during the negotiation period
9. Costs and Expenses: Specifies how costs associated with negotiations and due diligence will be borne
10. Duration and Termination: Specifies how long the pre-contractual agreement will remain in effect and how it can be terminated
11. Governing Law: Specifies that New Zealand law governs the agreement and sets out jurisdiction for disputes
1. Due Diligence: Details the due diligence process, including access to information and timeframes. Include when significant due diligence is required.
2. Break Fee: Specifies any break fees payable if negotiations fail. Include for high-value transactions or where significant resources are committed.
3. Intellectual Property: Protects IP rights during negotiations. Include when significant IP will be disclosed during negotiations.
4. Public Announcements: Controls public statements about negotiations. Include for high-profile deals or where parties are publicly listed.
5. Good Faith Obligations: Establishes explicit good faith negotiation requirements. Include when parties want to emphasize commitment to honest negotiations.
6. Representatives and Authority: Names specific representatives authorized to conduct negotiations. Include for complex negotiations involving multiple stakeholders.
1. Schedule 1: Key Commercial Terms: Outlines the principal commercial terms that parties have preliminarily agreed to pursue
2. Schedule 2: Negotiation Timeline: Detailed timeline of negotiation milestones and deadlines
3. Schedule 3: Due Diligence Requirements: List of required due diligence materials and information
4. Schedule 4: Authorized Representatives: List of authorized representatives and their contact details
5. Appendix A: Form of Confidentiality Agreement: Standard form confidentiality agreement if separate from main document
Authors
Technology
Manufacturing
Real Estate
Financial Services
Healthcare
Energy
Mining
Retail
Professional Services
Construction
Agriculture
Education
Transportation
Telecommunications
Legal
Corporate Development
Business Development
Executive Leadership
Finance
Strategy
Operations
Commercial
Mergers & Acquisitions
Procurement
Chief Executive Officer
Managing Director
Chief Financial Officer
General Counsel
Legal Counsel
Business Development Manager
Commercial Director
Head of Strategy
Investment Manager
Corporate Development Manager
Mergers & Acquisitions Director
Partnership Manager
Project Manager
Procurement Manager
Operations Director
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