Intent Of Sale Agreement Template for Belgium

The Intent of Sale Agreement is a crucial preliminary document in Belgian commercial practice, typically used when parties are seriously considering a sale transaction but need to establish a structured framework for further negotiations and due diligence. This document, while primarily non-binding, carries significant weight under Belgian law due to the principle of good faith in pre-contractual negotiations (culpa in contrahendo). It typically precedes a definitive sale agreement and includes essential elements such as the proposed transaction structure, indicative pricing, exclusivity periods, and confidentiality obligations. The document must carefully balance Belgian legal requirements regarding pre-contractual liability with the parties' desire to maintain flexibility during negotiations. It serves as a roadmap for the transaction while protecting both parties' interests during the negotiation phase.

1. Parties: Identification of all parties involved in the potential transaction, including full legal names, registration numbers, and registered addresses

2. Background: Context of the proposed transaction, including brief description of the business rationale and history of discussions

3. Definitions: Key terms used throughout the document, ensuring consistent interpretation

4. Subject Matter: Clear description of the asset or business proposed to be sold, including scope and limitations

5. Proposed Transaction Structure: Outline of the contemplated transaction structure and key commercial terms

6. Indicative Price and Payment Terms: Proposed purchase price range and preliminary payment structure, clearly marked as non-binding

7. Due Diligence: Framework for the due diligence process, including scope, timeline, and access to information

8. Exclusivity: Terms of any exclusivity period during negotiations

9. Confidentiality: Binding provisions regarding the confidentiality of discussions and shared information

10. Costs and Expenses: Each party's responsibility for costs incurred during negotiations

11. Timeline: Proposed schedule for negotiations, due diligence, and target completion dates

12. Non-Binding Nature: Clear statement of which provisions are non-binding, except for specified binding terms

13. Governing Law and Jurisdiction: Specification of Belgian law as governing law and competent courts