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A Preliminary Agreement lays out the key terms and basic framework for a future, more detailed contract under Swiss law. It captures the main points that parties have agreed to while they work out the finer details, making it a useful stepping stone in complex negotiations or time-sensitive deals.

While not as binding as a final contract, these agreements create certain legal obligations under Swiss Code of Obligations. They typically outline essential elements like price, timeline, and core responsibilities, while marking other points as "subject to final agreement." Swiss courts generally recognize them as legally meaningful, especially when they include specific performance commitments or confidentiality requirements.

Use a Preliminary Agreement when you need to lock in the essential terms of a major deal while still working through complex details. This proves especially valuable in Swiss business transactions involving real estate purchases, company mergers, or large-scale construction projects where getting started quickly matters, but finalizing every detail takes time.

The agreement becomes particularly important when dealing with time-sensitive opportunities, multiple stakeholders, or situations requiring extensive due diligence. It helps secure key commercial terms upfront, maintains negotiation momentum, and creates clear expectations under Swiss law���while giving parties the flexibility to refine specific provisions before signing the final contract.

• Preliminary Sale Contract: Used for property transactions, outlining basic terms like price and timeline while allowing for due diligence and financing arrangements
• Preliminary Share Purchase Agreement: Focuses on company acquisitions, covering initial share valuation and key conditions while complex corporate details are finalized
• Preliminary Lease Agreement: Sets fundamental terms for commercial leases, addressing rent, duration, and basic obligations while detailed fit-out and service provisions are negotiated

• Business Executives: CEOs, CFOs, and managing directors who initiate negotiations and set key commercial terms for Preliminary Agreements during major transactions
• Legal Counsel: In-house or external Swiss attorneys who draft and review terms, ensuring compliance with local regulations and protecting client interests
• Real Estate Developers: Professionals using these agreements to secure property deals while arranging financing and permits
• Investment Bankers: Financial advisors helping structure preliminary terms for mergers and acquisitions
• Corporate Board Members: Decision-makers who must approve significant preliminary commitments before final contracts

• Core Terms: Identify essential deal points including price, timeline, and key obligations that both parties have already agreed upon
• Party Details: Gather accurate legal names, addresses, and signing authority confirmation for all involved entities
• Deal Structure: Outline which terms are firm commitments versus points still open for negotiation
• Timeline Planning: Map out key dates, including when the final agreement must be signed and any critical milestones
• Legal Requirements: Use our platform to generate a Swiss-compliant document that includes all mandatory elements and proper formatting
• Internal Approval: Confirm authorization levels needed within your organization before proceeding

• Party Identification: Full legal names, addresses, and authorized representatives of all involved entities
• Subject Matter: Clear description of the transaction or relationship being established
• Essential Terms: Core commercial points like price, payment terms, and timeline
• Binding Elements: Specific mention of which provisions are immediately binding versus subject to final agreement
• Confidentiality: Protection of sensitive information exchanged during negotiations
• Duration: Clear timeline for finalizing the definitive agreement
• Governing Law: Explicit reference to Swiss law and jurisdiction
• Signatures: Proper execution blocks for authorized signatories under Swiss requirements

A Preliminary Agreement differs significantly from a Contractual Agreement in several key aspects under Swiss law. While both documents establish legal relationships, their scope, enforceability, and timing vary considerably.

• Legal Binding Force: Preliminary Agreements typically bind parties only to specific terms while negotiations continue, whereas Contractual Agreements create full, immediate legal obligations
• Timeline: Preliminary Agreements are temporary stepping stones toward a final contract, while Contractual Agreements represent the final, complete arrangement
• Detail Level: Preliminary Agreements cover essential terms and framework points, leaving specifics for later, while Contractual Agreements must include all terms and conditions in detail
• Enforcement Scope: Under Swiss law, Preliminary Agreements have limited enforcement options, focused mainly on good-faith negotiation, while Contractual Agreements offer full enforcement of all terms