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Preliminary Sale Agreement Template for Singapore

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Key Requirements PROMPT example:

Preliminary Sale Agreement

"I need a Preliminary Sale Agreement under Singapore law for the sale of my manufacturing business, with a purchase price of SGD 5 million and a six-month exclusivity period starting March 2025 to allow for comprehensive due diligence."

Document background
The Preliminary Sale Agreement serves as a crucial intermediary document in Singapore business transactions, establishing legally binding commitments while allowing flexibility for final negotiations. This document is particularly useful when parties need to formalize their initial agreement but require time for due diligence, regulatory approvals, or detailed negotiations. It typically includes key commercial terms, conditions precedent, timelines, and any exclusivity arrangements. Under Singapore law, the Preliminary Sale Agreement creates enforceable obligations while providing a structured framework for progressing towards the final sale.
Suggested Sections

1. Parties: Identification and details of all parties involved in the agreement

2. Background: Context and purpose of the preliminary sale agreement

3. Definitions: Key terms used throughout the agreement

4. Subject Matter: Detailed description of goods/property being sold

5. Purchase Price: Amount and payment terms

6. Conditions Precedent: Conditions that must be met before final sale

7. Timeline: Key dates and deadlines for the transaction

8. Governing Law: Specification of Singapore law as governing law

Optional Sections

1. Due Diligence: Terms for buyer's investigation rights - used for complex transactions or high-value items

2. Exclusivity: Terms preventing seller from negotiating with other parties - used when buyer requires protection during negotiation period

3. Confidentiality: Terms regarding confidential information - used when sensitive information is involved

4. Break Fee: Compensation if deal doesn't proceed - used for high-value transactions

Suggested Schedules

1. Asset Schedule: Detailed list and description of assets being sold

2. Payment Schedule: Breakdown of payment terms and installments

3. Due Diligence Checklist: List of required documents and information

4. Form of Final Sale Agreement: Draft or key terms of the final agreement

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

Relevant legal definitions






























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Industries

Civil Law Act (Cap. 43): Primary legislation governing contractual relationships in Singapore, including requirements for valid contracts and consideration requirements

Sale of Goods Act (Cap. 393): Regulates sale of goods transactions, defining rights and obligations of buyers and sellers, and establishes implied terms and conditions

Common Law Contract Principles: Fundamental principles including offer and acceptance, consideration, and intention to create legal relations as established by Singapore case law

Misrepresentation Act (Cap. 390): Governs false statements and representations in contracts, providing remedies for misrepresentation

Registration of Deeds Act: Specifies requirements for registration of property transactions when real property is involved

Stamp Duties Act: Outlines requirements for stamp duty payment, including applicable rates and timing for document stamping

Electronic Transactions Act: Regulates electronic contract formation and validity of electronic signatures in Singapore

Personal Data Protection Act 2012: Governs the handling and protection of personal data in contractual agreements

Consumer Protection (Fair Trading) Act: Protects consumer interests and regulates unfair practices in trading relationships

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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