The Preliminary Sales Agreement serves as a crucial intermediary document in UAE business transactions, establishing the framework for a future definitive sale. This document is particularly important in the UAE business environment where formal documentation of commercial intentions is highly valued. The agreement is typically used when parties have reached an initial understanding but require time for due diligence, regulatory approvals, or further negotiations before finalizing the sale. It includes essential provisions required under UAE law, such as clear identification of parties, subject matter, and commercial terms, while also incorporating specific UAE legal requirements regarding contract formation and enforcement. The Preliminary Sales Agreement helps protect both parties' interests during the pre-sale phase by clearly defining binding and non-binding obligations, exclusivity periods, and conditions precedent to the final sale.

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

2. Background: Context of the transaction and relationship between the parties, including the intent to enter into a final sales agreement

3. Definitions: Key terms used throughout the agreement, ensuring clear interpretation

4. Subject Matter of Sale: Detailed description of the goods/property to be sold, including specifications, quantity, and condition

5. Purchase Price and Payment Terms: Agreed price, payment schedule, deposit requirements, and payment methods

6. Due Diligence: Rights and obligations regarding inspection, verification, and investigation of the subject matter

7. Conditions Precedent: Conditions that must be satisfied before proceeding to the final sale agreement

8. Timeline and Key Dates: Schedule for completion of due diligence, negotiations, and execution of final agreement

9. Binding and Non-binding Provisions: Clear distinction between which provisions are legally binding and which are subject to final agreement

10. Exclusivity: Commitment not to negotiate with other parties during the preliminary agreement period

11. Confidentiality: Obligations regarding the protection and non-disclosure of confidential information

12. Costs and Expenses: Allocation of costs related to the preliminary agreement and proposed transaction

13. Governing Law and Jurisdiction: Specification of UAE law as governing law and relevant courts for dispute resolution

14. Termination: Circumstances under which the preliminary agreement can be terminated and consequences

15. Notices: Process and requirements for formal communications between parties