Pre-Negotiation Contract Agreement

Pre-Negotiation Contract Agreement

This Pre-Negotiation Contract Agreement ("Agreement") is entered into as of Effective Date: Month Day Year by and between Party A Name: with principal place of business at Party A Address: , and Party B Name: with principal place of business at Party B Address: .

RECITALS

WHEREAS, the parties intend to enter into good faith negotiations concerning the potential transaction described as Subject Matter: (the "Proposed Transaction");

WHEREAS, the parties desire to establish certain terms and protocols governing pre-contractual communications, exchange of information, confidentiality, and the allocation of negotiation costs prior to entering a binding agreement;

WHEREAS, the parties expressly intend that this Agreement will define the scope and limits of the pre-negotiation period and will preserve each party's rights pending any final binding contract.

NOW, THEREFORE

In consideration of the mutual covenants and promises set forth herein, the parties agree as follows:

1. Purpose

The purpose of this Agreement is to set forth the expectations and procedures for the exchange of information, scheduling of meetings, allocation of reasonable expenses, and other pre-contract activities relating to the Proposed Transaction. The parties acknowledge that no final terms have been agreed and that the parties do not intend to be bound to consummate the Proposed Transaction except as expressly provided in a subsequent, duly executed definitive agreement.

2. Scope of Negotiations

Negotiations shall be limited to the commercial and technical parameters described in the Subject Matter field and any additional written subjects mutually agreed in writing by authorized representatives of the parties. Each party shall designate a primary negotiator: Party A Negotiator: ; Party B Negotiator: .

3. Non-Binding Nature

Except for the express provisions identified in Sections 4 (Confidentiality), 6 (Costs and Expenses) and 9 (Governing Law), the parties agree that no statement, offer, proposal, or other communication made during the pre-negotiation period shall constitute a binding obligation to consummate the Proposed Transaction. A binding obligation shall arise only upon execution of a definitive written agreement signed by duly authorized representatives of both parties.

4. Confidentiality

Each party shall treat as confidential all Non-Public Information disclosed by the other party in connection with the Proposed Transaction. "Non-Public Information" includes technical, financial, commercial, or other information clearly identified as confidential at disclosure. Parties shall use such information solely for evaluation of the Proposed Transaction and shall not disclose it to third parties other than those employees, representatives, advisors, or affiliates who have a legitimate need to know and who are bound by confidentiality obligations at least as protective as those herein. The parties' obligations under this Section shall survive termination of this Agreement for a period of .

Exceptions: confidentiality obligations do not extend to information that (a) is or becomes public through no breach of this Agreement, (b) was rightfully in a recipient's possession prior to disclosure, (c) is received from a third party free of any obligation of confidentiality, or (d) is required to be disclosed by law, provided the disclosing party gives prompt notice to the other party and cooperates in any protective measures.

5. Exclusivity and Solicitation

The parties will operate under the following exclusivity arrangement unless otherwise agreed in writing: The parties agree to a mutual exclusive negotiation period of days from the Effective Date. During such period, neither party will solicit or negotiate with third parties with respect to the same subject matter without the prior written consent of the other party.

6. Exchange of Information and Materials

Each party agrees to provide reasonably requested information and documentation necessary for the evaluation of the Proposed Transaction. All materials exchanged remain the property of the disclosing party and shall be returned or destroyed upon written request following termination of negotiations. Descriptive summary of materials to be exchanged (if any):

7. Costs and Expenses

Except as otherwise expressly agreed in writing, each party shall bear its own costs and expenses incurred in connection with the pre-negotiation activities, including, without limitation, fees of counsel, accountants, and other advisors. The parties may agree in writing to share specific third-party costs for due diligence or other services; any such agreement shall specify allocation of those costs.

8. Term and Termination

This Agreement shall commence on the Effective Date and continue until the earlier of: (a) execution of a definitive agreement between the parties, (b) termination by either party upon days' prior written notice to the other party, or (c) mutual written agreement of the parties to terminate. Sections 4 (Confidentiality), 6 (Exchange of Information), 7 (Costs and Expenses), 11 (Governing Law), and 12 (Entire Agreement) shall survive termination.

9. Remedies; No Waiver

The parties acknowledge that a breach of confidentiality or other covenant contained herein may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, each party shall be entitled to seek injunctive relief and specific performance in addition to any other remedies at law or equity. Failure to exercise any right under this Agreement shall not constitute a waiver of that right or any other right.

10. Notices

All notices required or permitted under this Agreement shall be in writing and shall be delivered by personal delivery, certified mail (return receipt requested), nationally recognized courier, or by email with confirmation of receipt to the addresses or contacts set forth below. Notices shall be effective upon receipt.

11. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. Exclusive venue for any dispute arising out of or relating to this Agreement shall be in the courts located within that state, subject to equitable relief as provided above.

12. Entire Agreement

This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior discussions, understandings, or agreements, whether oral or written, relating to such subject matter. No representation, promise, or inducement not included in this Agreement shall be binding on either party.

13. Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect, such provision shall be severed and the remainder of the Agreement shall remain enforceable to the fullest extent permitted by law.

14. Amendments and Waiver

This Agreement may be amended or modified only by a written instrument executed by authorized representatives of both parties. No waiver of any breach shall be effective unless in writing and signed by the party granting the waiver.

15. Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures sent by facsimile or electronic image shall be deemed original signatures for all purposes.

Sign Now