Legal Negotiation Contracts

LEGAL NEGOTIATION AGREEMENT

This Negotiation Agreement (the Agreement) is entered into as of Effective Date: by and between Party A Name: (Entity Type: Individual Corporation LLC Partnership Other: ) with principal place of business at ; and Party B Name: (Entity Type: Individual Corporation LLC Partnership Other: ) with principal place of business at .

RECITALS

WHEREAS, the parties desire to negotiate in good faith the terms of a proposed transaction, arrangement, or commercial relationship described as:

WHEREAS, the parties intend that certain provisions of this Agreement (including confidentiality and exclusivity provisions) be legally binding, while other provisions shall govern only the process of negotiation and not constitute a binding obligation to consummate a transaction.

WHEREAS, the parties desire to set forth the terms and conditions under which they will conduct negotiations and allocate costs and responsibilities during the negotiation period.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Confidential Information" means all non-public information disclosed by a party in any form that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business plans, financial information, technical data, and transaction terms.

1.2 "Negotiation Period" means the period commencing on the Effective Date and continuing for a period of days, unless earlier terminated pursuant to Section 3.

2. SCOPE OF NEGOTIATIONS

2.1 Each party shall engage in negotiations in good faith and shall use commercially reasonable efforts to negotiate mutually acceptable definitive agreements reflecting the economic terms and commercial arrangements described in the proposed transaction. Nothing in this Agreement obligates either party to agree to or execute any definitive agreement unless and until such definitive agreement is executed by authorized representatives of both parties.

2.2 The parties may exchange term sheets, draft agreements, and supporting materials. Each party shall provide truthful, complete and timely responses to reasonable requests for information in connection with such negotiations, subject to the confidentiality restrictions set forth in Section 5.

3. TERM AND TERMINATION

3.1 This Agreement shall commence on the Effective Date and shall continue through the Negotiation Period, unless earlier terminated by mutual written agreement of the parties or by either party upon days' prior written notice to the other party.

3.2 Termination of this Agreement shall not relieve any party of obligations that, by their nature, survive termination, including without limitation the obligations in Sections 5 (Confidentiality), 4 (Exclusivity), 7 (Expenses) and 14 (Governing Law).

4. EXCLUSIVITY

4.1 During the Negotiation Period and for a period of days thereafter, neither party shall, directly or indirectly, solicit, initiate, or continue discussions with any third party concerning a transaction that is the same as or substantially similar to the proposed transaction, except with the prior written consent of the other party.

4.2 A breach of this Section 4 shall entitle the non-breaching party to injunctive relief, in addition to any other remedies available at law or in equity.

5. CONFIDENTIALITY

5.1 Each party shall keep confidential and shall not disclose to any third party any Confidential Information received from the other party, except to those of its employees, advisors or contractors who have a need to know such information for the purpose of evaluating or negotiating the proposed transaction and who are bound by confidentiality obligations no less restrictive than those set forth herein.

5.2 The obligations of confidentiality shall not apply to information that: (a) is or becomes generally available to the public other than by breach of this Agreement; (b) was lawfully in the receiving party's possession prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

5.3 The confidentiality obligations set forth in this Section 5 shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall remain subject to protection for so long as they qualify as trade secrets under applicable law.

6. GOOD FAITH; NO OBLIGATION TO CONSENT

6.1 The parties covenant to negotiate in good faith and to use commercially reasonable efforts to reach agreement on the material terms of any definitive agreement. Notwithstanding the foregoing, neither party is under any obligation to agree to any particular term, and neither party shall be deemed to have breached this Agreement solely by failing to reach final agreement.

7. EXPENSES

7.1 Except as otherwise agreed in writing, each party shall bear its own costs and expenses in connection with the negotiation and preparation of definitive agreements, including legal, accounting and advisory fees.

8. REPRESENTATIONS AND WARRANTIES

8.1 Each party represents and warrants to the other that it has the corporate or other power and authority to enter into this Agreement and to perform its obligations hereunder, and that the execution, delivery and performance of this Agreement has been duly authorized by all necessary action.

8.2 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NO PARTY MAKES ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

9. BINDING PROVISIONS; NON-BINDING NATURE

9.1 The parties acknowledge and agree that, except as expressly provided in Sections 4 (Exclusivity) and 5 (Confidentiality) and Section 14 (Governing Law), this Agreement does not create a binding obligation to consummate any transaction. All terms and obligations relating to the substance of any transaction shall be set forth in definitive agreements negotiated and executed by the parties.

10. NOTICES

10.1 All notices, requests, consents and communications hereunder shall be in writing and shall be delivered by personal delivery, nationally recognized overnight courier, certified mail (return receipt requested), or email with confirmation of receipt to the addresses set forth above or to such other address as either party may designate by written notice to the other party in accordance with this Section 10. Notices shall be effective upon receipt.

11. AMENDMENTS; WAIVER; COUNTERPARTS

11.1 Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

11.2 The waiver by either party of a breach or default of any provision of this Agreement shall not constitute a waiver of any other breach or default.

11.3 This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be deemed original signatures for all purposes.

12. GOVERNING LAW

12.1 This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to principles of conflicts of law.

13. ENTIRE AGREEMENT

13.1 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous proposals, communications, and understandings, whether oral or written, relating to the negotiation of the proposed transaction.

14. SEVERABILITY

14.1 If any provision of this Agreement is held to be illegal, invalid or unenforceable under any applicable law, such provision shall be fully severable, and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement. The remaining provisions of this Agreement shall remain in full force and effect.

15. MISCELLANEOUS PROVISIONS

15.1 Remedies. Each party acknowledges that a breach of Sections 4 or 5 may cause irreparable harm for which monetary damages would be inadequate, and accordingly the non-breaching party shall be entitled to seek injunctive relief and other equitable remedies in addition to any other remedies available at law.

15.2 Assignability. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of all or substantially all of its assets to which this Agreement relates.

Sign Now