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Preliminary Agreement for Belgium

Preliminary Agreement Template for Belgium

A Preliminary Agreement under Belgian law serves as a formal framework document that outlines the initial understanding between parties considering a significant business transaction or relationship. It establishes the groundwork for negotiations while incorporating specific Belgian legal requirements regarding pre-contractual obligations and good faith negotiations. The document typically includes both binding provisions (such as confidentiality and exclusivity) and non-binding elements (like proposed transaction terms), while adhering to Belgian Civil Code requirements for contract formation and pre-contractual liability principles.

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What is a Preliminary Agreement?

The Preliminary Agreement is a crucial document used in Belgian business transactions to establish the framework for formal negotiations and future relationships between parties. It serves as an essential first step in various commercial arrangements, from mergers and acquisitions to joint ventures and strategic partnerships. This document type combines binding elements (such as confidentiality obligations and exclusivity provisions) with non-binding terms outlining the proposed transaction structure. Under Belgian law, the Preliminary Agreement must carefully address pre-contractual liability (culpa in contrahendo) and good faith negotiation requirements, while clearly distinguishing between binding and non-binding provisions. It typically precedes more detailed agreements and is particularly valuable in complex transactions requiring due diligence or extended negotiations.

What sections should be included in a Preliminary Agreement?

1. Parties: Identification and details of the contracting parties

2. Background: Context of the potential transaction or relationship and purpose of the preliminary agreement

3. Definitions: Key terms used throughout the agreement

4. Purpose and Scope: Clear outline of the intended transaction or relationship and scope of negotiations

5. Good Faith Negotiations: Obligation to negotiate in good faith as per Belgian law requirements

6. Confidentiality: Provisions regarding the protection and handling of confidential information exchanged during negotiations

7. Duration and Timeline: Period for which the preliminary agreement is valid and key milestone dates

8. Binding and Non-Binding Provisions: Clear distinction between which provisions are legally binding and which are not

9. Costs and Expenses: Allocation of costs incurred during the negotiation phase

10. Governing Law and Jurisdiction: Confirmation of Belgian law application and jurisdiction for disputes

11. Execution: Signature blocks and execution formalities

What sections are optional to include in a Preliminary Agreement?

1. Exclusivity: Used when parties agree not to negotiate with other parties during a specified period

2. Break Fee: Include when parties agree on compensation if negotiations are terminated under specific circumstances

3. Due Diligence: Include when preliminary agreement covers terms for conducting due diligence investigations

4. Intellectual Property: Used when negotiations involve sharing of IP or creation of new IP during the process

5. Press Releases and Announcements: Include when public communications about the potential transaction need to be regulated

6. Representatives and Advisors: Used when specific individuals or advisors need to be designated for the negotiation process

What schedules should be included in a Preliminary Agreement?

1. Schedule 1 - Timeline: Detailed timeline of negotiation process and key milestones

2. Schedule 2 - Confidential Information: Specific list or categories of information deemed confidential

3. Schedule 3 - Authorized Representatives: List of authorized representatives for each party

4. Appendix A - Term Sheet: Initial proposed terms of the potential final agreement

5. Appendix B - Due Diligence Requirements: List of required documents and information for due diligence process

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

Belgium

Publisher

Ƶ

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions


























Clauses




























Relevant Industries

Manufacturing

Technology

Real Estate

Financial Services

Healthcare

Energy

Telecommunications

Professional Services

Construction

Retail

Logistics

Pharmaceuticals

Software

Agriculture

Mining

Relevant Teams

Legal

Corporate Development

Finance

Business Development

Executive Leadership

Strategy

Operations

Mergers & Acquisitions

Commercial

Risk Management

Compliance

Relevant Roles

Chief Executive Officer

Chief Legal Officer

Legal Counsel

Business Development Director

Chief Financial Officer

Corporate Development Manager

Managing Director

Commercial Director

Head of Strategy

Investment Manager

General Counsel

Contract Manager

Operations Director

Mergers & Acquisitions Director

Partnership Manager

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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