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Non Binding Purchase Agreement for the United States

Non Binding Purchase Agreement Template for United States

A Non-Binding Purchase Agreement is a preliminary document used in the United States to outline the basic terms and conditions of a potential purchase transaction while explicitly stating that the parties are not legally bound to proceed with the deal. This document serves as a framework for negotiations and typically includes proposed terms, pricing, and timeline while maintaining flexibility for both parties to modify terms or withdraw from discussions without legal consequences. It operates under U.S. federal and state commercial laws, particularly drawing from UCC principles.

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Non Binding Purchase Agreement

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What is a Non Binding Purchase Agreement?

The Non-Binding Purchase Agreement is commonly used in U.S. business transactions as a preliminary step before entering into a definitive purchase agreement. It serves to document serious intent while preserving flexibility during negotiations. This document typically includes proposed purchase terms, pricing structures, timelines, and any conditions precedent to a final agreement. While governed by U.S. commercial law principles, it explicitly states its non-binding nature, allowing parties to explore potential transactions without legal commitment. It's particularly useful in complex transactions where detailed due diligence and negotiation are necessary before reaching a binding agreement.

What sections should be included in a Non Binding Purchase Agreement?

1. Parties: Identification of all parties involved in the potential transaction

2. Background: Context and purpose of the non-binding agreement

3. Definitions: Key terms used throughout the document

4. Non-Binding Nature: Clear statement of the agreement's non-binding character

5. Subject Matter: Description of goods/services to be potentially purchased

6. Proposed Terms: Outline of key commercial terms including price and quantity

What sections are optional to include in a Non Binding Purchase Agreement?

1. Due Diligence: Process for information exchange and verification - use for complex transactions requiring investigation

2. Exclusivity: Terms of exclusive negotiations - use when parties want to negotiate exclusively

3. Confidentiality: Protection of sensitive information - use when confidential information will be exchanged

4. Costs: Allocation of expenses during negotiation period - use when significant costs may be incurred during negotiations

What schedules should be included in a Non Binding Purchase Agreement?

1. Product Specifications: Detailed technical specifications of goods/services

2. Proposed Timeline: Expected schedule for negotiation and potential transaction

3. Price Schedule: Detailed pricing information and structure

4. Due Diligence Checklist: List of required documents and information for review

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

United States

Publisher

Ƶ

Document Type

Purchase Agreement

Cost

Free to use
Clauses















Industries

Uniform Commercial Code (UCC): Primary source of commercial law in the US, particularly Article 2 governing sale of goods. Even in non-binding agreements, UCC principles should be considered for consistency with potential future binding agreements.

State Contract Laws: State-specific contract formation principles and Statute of Frauds requirements that vary by jurisdiction but govern basic contract formation and enforcement.

Federal and State Antitrust Laws: Including Sherman Act, Clayton Act, Federal Trade Commission Act, and state-specific antitrust regulations to ensure compliance with competition laws.

Letter of Intent/MOU Principles: Legal principles governing non-binding agreements, including clear language indicating non-binding nature, specification of which provisions are binding vs. non-binding, and good faith negotiations requirements.

Consumer Protection Laws: Federal and state-specific regulations protecting consumer rights, if applicable to the transaction.

Industry-Specific Regulations: Regulations specific to the industry or subject matter of the purchase that must be considered in the agreement terms.

Statute of Limitations: Time limits that may affect potential future agreements or legal actions related to the non-binding agreement.

Confidentiality Laws: Laws governing protection of trade secrets and confidential information, particularly relevant if confidentiality provisions are included in the agreement.

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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