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Preliminary Sales Agreement for Philippines

Preliminary Sales Agreement Template for Philippines

A Preliminary Sales Agreement under Philippine law serves as an initial binding document that outlines the key terms and conditions for a proposed sale transaction. This document, governed by the Civil Code of the Philippines and relevant commercial laws, establishes the framework for the eventual final sale while protecting both parties during the negotiation phase. It typically includes provisions for due diligence, exclusivity periods, and conditions precedent, while incorporating specific requirements under Philippine contract law for enforceability. The agreement serves as a crucial stepping stone in commercial transactions, providing legal protection and clarity for both parties while maintaining flexibility for the final terms of sale.

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What is a Preliminary Sales Agreement?

The Preliminary Sales Agreement is a vital commercial document used in the Philippines when parties have reached initial understanding on key terms of a sale but require a formal framework before proceeding to a final sale agreement. This document is particularly important in transactions involving significant assets or complex due diligence requirements. It provides legal protection during negotiations while allowing flexibility for final terms. Governed by Philippine civil and commercial law, it typically includes essential elements such as subject matter description, purchase price, timeline, due diligence provisions, and conditions precedent. The agreement is commonly used in both business-to-business and significant business-to-consumer transactions, serving as a crucial risk management tool by establishing clear expectations and commitments while maintaining room for necessary adjustments before final closing.

What sections should be included in a Preliminary Sales Agreement?

1. Parties: Identification of the seller and buyer with complete legal names and addresses

2. Background: Context of the transaction and relationship between the parties

3. Definitions: Key terms used throughout the agreement

4. Subject Matter of Sale: Detailed description of the goods or property to be sold

5. Purchase Price: Agreed price and payment terms for the contemplated sale

6. Timeline: Expected dates for key milestones including due diligence, final agreement, and closing

7. Due Diligence: Terms regarding the buyer's right to inspect and verify the subject matter

8. Conditions Precedent: Conditions that must be met before proceeding to final sale

9. Exclusivity Period: Period during which the seller cannot negotiate with other potential buyers

10. Good Faith Deposit: Details of any earnest money or initial deposit required

11. Representations and Warranties: Basic preliminary warranties about the subject matter and authority to sell

12. Termination: Circumstances under which either party may terminate the preliminary agreement

13. Governing Law: Specification of Philippine law as governing law

14. Signing and Execution: Signature blocks and execution requirements

What sections are optional to include in a Preliminary Sales Agreement?

1. Confidentiality: Terms regarding non-disclosure of sensitive information, used when confidential information will be shared during due diligence

2. Break Fee: Compensation payable if either party backs out, used in high-value transactions

3. Broker or Agent: Details of any intermediaries involved, included if a broker facilitated the transaction

4. Tax Provisions: Preliminary agreement on tax responsibilities, included for complex or high-value transactions

5. Force Majeure: Provisions for unforeseen circumstances, important in long-term preliminary agreements

6. Assignment: Rights to transfer the agreement to other parties, included when such transfers might be contemplated

7. Dispute Resolution: Specific procedures for resolving disputes, included in high-value transactions

8. Language: Specification of controlling language if agreement is in multiple languages

What schedules should be included in a Preliminary Sales Agreement?

1. Schedule A - Property Description: Detailed technical description of the subject matter of sale

2. Schedule B - Payment Schedule: Detailed breakdown of payment terms and milestone payments

3. Schedule C - Due Diligence Requirements: List of documents and information to be provided during due diligence

4. Schedule D - Timeline: Detailed timeline with specific dates and milestones

5. Appendix 1 - Required Documents: List of documents required for closing

6. Appendix 2 - Form of Final Sale Agreement: Draft or outline of the contemplated final agreement

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

Philippines

Publisher

Ƶ

Document Type

Purchase Agreement

Cost

Free to use
Relevant legal definitions
































Clauses






























Relevant Industries

Real Estate

Manufacturing

Retail

Technology

Agriculture

Mining

Construction

Automotive

Energy

Healthcare

Telecommunications

Hospitality

Industrial Equipment

Consumer Goods

Professional Services

Relevant Teams

Legal

Sales

Procurement

Finance

Business Development

Operations

Risk Management

Compliance

Corporate Secretariat

Commercial

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Commercial Director

Sales Director

Procurement Manager

Legal Counsel

Business Development Manager

Contract Manager

Risk Manager

Corporate Secretary

Operations Director

Property Manager

Asset Manager

Compliance Officer

Financial Controller

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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