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Business LOI for Germany

Business LOI Template for Germany

A Letter of Intent (LOI) under German law is a preliminary document that outlines the proposed terms and conditions of a business transaction or relationship between parties. This document, while primarily non-binding, contains certain binding provisions such as confidentiality and exclusivity clauses, governed by German civil and commercial law principles. It serves as a roadmap for further negotiations and due diligence, incorporating key commercial terms while maintaining flexibility for detailed negotiations in the definitive agreement. The document must carefully navigate German legal requirements regarding pre-contractual obligations (culpa in contrahendo) and good faith negotiations.

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What is a Business LOI?

The Business LOI is a crucial preliminary document used in German business transactions to establish the framework for negotiations and future agreements. It is particularly relevant in mergers and acquisitions, joint ventures, strategic partnerships, and other significant business arrangements. The document typically combines non-binding commercial terms with binding provisions on confidentiality, exclusivity, and costs. Under German law, special attention must be paid to pre-contractual obligations and the principle of good faith in negotiations (Treu und Glauben). The Business LOI serves as a stepping stone to definitive agreements while providing clarity on the parties' intentions and protecting their interests during negotiations. It must be drafted in compliance with German civil and commercial law requirements, particularly regarding formation of pre-contractual obligations and potential liability.

What sections should be included in a Business LOI?

1. Parties: Full legal names and addresses of all parties involved, including registration numbers for legal entities

2. Date: Date of the letter of intent

3. Subject Line: Clear identification of the proposed transaction or business relationship

4. Introduction: Brief overview of the parties and their intention to enter into negotiations

5. Transaction Overview: High-level description of the proposed transaction or business relationship

6. Key Commercial Terms: Outline of the main business terms that parties have preliminarily agreed upon

7. Timeline: Proposed schedule for negotiations, due diligence, and execution of definitive agreements

8. Exclusivity: Terms regarding exclusive negotiations, if applicable

9. Confidentiality: Basic confidentiality obligations regarding the negotiations and shared information

10. Binding Effect: Clear statement about which provisions are binding and which are non-binding

11. Costs: Statement regarding who bears the costs of negotiations and due diligence

12. Governing Law: Specification of German law as the governing law

13. Signatures: Signature blocks for authorized representatives of all parties

What sections are optional to include in a Business LOI?

1. Due Diligence Process: Detailed outline of the due diligence process, used when complex investigation is required

2. Break Fee: Provisions for compensation if one party terminates negotiations, used in high-value transactions

3. Public Announcements: Rules regarding public statements about the potential transaction, important for sensitive or high-profile deals

4. Intellectual Property Protection: Special provisions protecting IP during negotiations, used when significant IP is involved

5. Employee Matters: Preliminary agreements regarding personnel, used in mergers or acquisitions

6. Regulatory Requirements: Overview of required regulatory approvals, used when regulatory clearance is needed

7. Material Adverse Change: Conditions under which parties can terminate negotiations, used in volatile markets or long negotiation periods

What schedules should be included in a Business LOI?

1. Key Commercial Terms Sheet: Detailed breakdown of preliminary commercial terms and conditions

2. Timeline Schedule: Detailed timeline with specific milestones and deadlines

3. Due Diligence Requirements: List of required documents and information for due diligence

4. Authorized Representatives: List of authorized negotiators and contact persons for each party

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

Germany

Publisher

Ƶ

Document Type

Letter of Intent

Cost

Free to use
Relevant legal definitions





















Clauses




















Relevant Industries

Manufacturing

Technology

Financial Services

Healthcare

Real Estate

Energy

Telecommunications

Automotive

Consumer Goods

Professional Services

Industrial

Infrastructure

Media & Entertainment

Retail

Life Sciences

Relevant Teams

Legal

Corporate Development

Finance

Strategy

Business Development

Executive Leadership

Mergers & Acquisitions

Commercial

Investment

Corporate Secretariat

Risk Management

Operations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

General Counsel

Legal Director

Corporate Development Director

Business Development Manager

M&A Director

Investment Manager

Commercial Director

Head of Strategy

Senior Legal Counsel

Corporate Secretary

Managing Director

Partnership Manager

Vice President of Business Development

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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