The Preliminary Contract is a crucial document in Philippine business transactions, used when parties need to formalize their commitment to negotiate a more comprehensive agreement while establishing binding preliminary obligations. This document type is particularly relevant in complex commercial transactions where parties need to conduct due diligence, exchange confidential information, or secure exclusivity before finalizing the main agreement. Governed by Philippine law, particularly the Civil Code's provisions on contracts and obligations, the Preliminary Contract typically includes terms for good faith negotiations, confidentiality, exclusivity, and cost allocation. It serves as a bridge between initial discussions and the final agreement, providing legal protection and clarity for all parties during the negotiation phase. The document is especially valuable in scenarios involving significant investments, mergers and acquisitions, joint ventures, or complex commercial arrangements where preliminary commitments need to be legally documented.
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1. Parties: Identification and details of all parties entering into the preliminary contract
2. Background: Context of the preliminary agreement, including the parties' intentions and the contemplated main transaction
3. Definitions: Key terms used throughout the document, including definition of the main agreement being contemplated
4. Purpose and Scope: Clear statement of the preliminary nature and specific objectives of this agreement
5. Duration: Time period for which the preliminary contract remains valid and conditions for extension
6. Preliminary Obligations: Specific duties and responsibilities of each party during the preliminary phase
7. Good Faith Negotiations: Commitment to negotiate the main agreement in good faith and with reasonable efforts
8. Confidentiality: Obligations regarding confidential information exchanged during preliminary discussions
9. Exclusivity: Provisions preventing parties from negotiating with third parties during the preliminary phase
10. Costs and Expenses: Allocation of costs incurred during the preliminary phase
11. Termination: Circumstances and procedures for ending the preliminary contract
12. Governing Law and Jurisdiction: Specification of Philippine law as governing law and choice of jurisdiction
13. Execution: Signature blocks and formal execution requirements
1. Break Fee: Include when parties want to specify compensation if one party withdraws from negotiations
2. Intellectual Property: Include when preliminary discussions involve sharing of IP or creation of new IP
3. Due Diligence: Include when preliminary phase involves investigation or due diligence activities
4. Force Majeure: Include when parties want to address potential extraordinary circumstances affecting preliminary obligations
5. Assignment: Include when transfer of rights under the preliminary contract needs to be addressed
6. Representatives: Include when specific individuals are designated to conduct negotiations
1. Timeline: Detailed schedule of key dates and milestones for the preliminary phase
2. Required Information: List of documents and information to be exchanged during preliminary phase
3. Term Sheet: Key commercial terms agreed for the main agreement
4. Due Diligence Requirements: Specific areas and scope of any due diligence investigation
5. Form of Main Agreement: Draft or outline of the contemplated main agreement, if already available
Relevant legal definitions
Clauses
Relevant Industries
Real Estate Development
Manufacturing
Technology and Software
Mergers and Acquisitions
Construction
Joint Ventures
Retail and Distribution
Energy and Resources
Infrastructure
Telecommunications
Relevant Teams
Legal
Corporate Secretariat
Business Development
Finance
Strategy
Operations
Risk and Compliance
Commercial
Project Management
Executive Management
Relevant Roles
Chief Executive Officer
Chief Legal Officer
Legal Counsel
Corporate Secretary
Business Development Manager
Chief Financial Officer
Commercial Director
Head of Strategy
Project Manager
Risk Manager
Compliance Officer
Managing Director
Operations Director
Contract Manager
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