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The Intent to Purchase Agreement is a critical document used in the preliminary stages of purchase transactions under Dutch law. It serves as a formal expression of interest between parties and typically precedes the definitive purchase agreement. This document is particularly valuable when parties need to establish clear parameters for their negotiations, secure exclusivity, and set out the framework for due diligence investigations. Under Dutch law, special attention is paid to distinguishing between binding and non-binding provisions, as the principle of good faith (redelijkheid en billijkheid) plays a significant role in pre-contractual negotiations. The agreement typically includes key commercial terms, timelines, and conditions while maintaining flexibility for detailed negotiations in the final purchase agreement. It is commonly used in various transaction types, from business acquisitions to real estate purchases, and helps parties structure their preliminary arrangements while protecting their interests during the negotiation phase.

1. Parties: Identification of the potential buyer and seller, including full legal names, registration details, and addresses

2. Background: Context of the transaction, including brief description of the asset/business to be purchased and the parties' current stage in negotiations

3. Definitions: Key terms used throughout the document, including the Subject Matter of Purchase, Due Diligence Period, and Exclusivity Period

4. Subject Matter of Purchase: Detailed description of what is intended to be purchased (property, shares, assets, etc.)

5. Purchase Price Indication: Proposed or estimated purchase price range and any preliminary agreements on payment structure

6. Due Diligence: Framework for the due diligence process, including timing and scope

7. Exclusivity: Agreement on exclusive negotiations for a specified period

8. Confidentiality: Obligations regarding confidential information exchanged during negotiations

9. Timeline: Proposed timeline for due diligence, negotiations, and intended completion

10. Costs: Agreement on who bears the costs of preparing agreements and conducting due diligence

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

12. Governing Law and Jurisdiction: Confirmation of Dutch law application and jurisdiction for disputes