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The Memorandum of Intent (MOI) is a crucial preliminary document used in Swiss business transactions to establish the framework for future negotiations and agreements. It is particularly valuable in complex transactions where parties need to document their preliminary understanding before committing resources to detailed due diligence and definitive agreements. While governed by Swiss law, particularly the Swiss Code of Obligations, the MOI typically maintains a non-binding nature except for specific provisions such as confidentiality and exclusivity. This document serves as a roadmap for negotiations, outlining key commercial terms, proposed transaction structure, and timeline, while providing flexibility for parties to refine their agreement through subsequent negotiations. It's commonly used in mergers and acquisitions, joint ventures, strategic partnerships, and other significant business arrangements where parties need to establish clear intentions and parameters for their proposed relationship.

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

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

3. Definitions: Key terms used throughout the document

4. Purpose and Scope: Clear statement of the intended transaction or collaboration

5. Non-Binding Nature: Express declaration that the MOI is non-binding except for specific provisions

6. Proposed Transaction Structure: High-level outline of the contemplated transaction

7. Good Faith Negotiations: Commitment to negotiate in good faith

8. Confidentiality: Basic confidentiality obligations regarding the discussions

9. Duration: Period during which the MOI will remain in effect

10. Governing Law: Specification of Swiss law as the governing law