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1. Parties: Identification and details of all parties to the agreement
2. Background: Context of the proposed transaction and relationship between the parties
3. Definitions: Key terms used throughout the agreement
4. Purpose and Scope: Clear statement of the intended transaction or relationship
5. Non-Binding Nature: Express declaration of which provisions are non-binding, typically including commercial terms
6. Binding Provisions: Specific provisions that are intended to be legally binding
7. Confidentiality: Binding obligations regarding the protection of confidential information
8. Exclusivity: Terms of any exclusive negotiation period
9. Duration and Termination: Period of validity and circumstances for termination
10. Costs and Expenses: Allocation of costs incurred during the negotiation process
11. Governing Law and Jurisdiction: Specification of Swiss law as governing law and jurisdiction for disputes
1. Due Diligence: Framework for conducting due diligence investigations, used when the LOI relates to a potential acquisition or investment
2. Break Fee: Provisions for compensation if either party withdraws from negotiations, included in high-value transactions
3. Regulatory Approvals: Framework for obtaining necessary regulatory approvals, included when the proposed transaction requires regulatory oversight
4. Employee Matters: Provisions regarding treatment of employees, included when the proposed transaction affects employment relationships
5. Intellectual Property: Provisions regarding IP rights during negotiation period, included when IP is a significant aspect of the proposed transaction
6. Public Announcements: Rules for making public statements about the proposed transaction, included for transactions involving public companies or significant public interest
1. Term Sheet: Summary of key commercial terms under discussion
2. Timeline: Proposed schedule for negotiation, due diligence, and completion
3. Corporate Information: Key corporate details of the parties
4. Asset Schedule: List of key assets involved in the proposed transaction
5. Contact Details: List of key contacts and their roles for each party
6. Required Approvals: List of regulatory and other approvals needed for the proposed transaction
Binding Provisions
Business Day
Confidential Information
Definitive Agreement
Due Diligence
Effective Date
Exclusivity Period
Long Stop Date
Material Adverse Change
Non-Binding Provisions
Parties
Permitted Purpose
Proposed Transaction
Representatives
Target Business
Transaction Documents
Break Fee
Completion
Conditions Precedent
Consideration
Disclosed Information
Execution Date
Governing Law
Intellectual Property Rights
Negotiation Period
Professional Advisers
Related Persons
Signing Date
Subsidiary
Swiss Law
Term
Territory
Third Party
Binding Terms
Costs
Group
Liabilities
Parent Company
Regulatory Approvals
Definitions and Interpretation
Purpose and Scope
Non-Binding Provisions
Binding Provisions
Confidentiality
Exclusivity
Due Diligence
Transaction Structure
Consideration
Conditions Precedent
Timeline
Costs and Expenses
Break Fee
Public Announcements
Non-Solicitation
Good Faith Negotiations
Access to Information
Employee Matters
Regulatory Compliance
Intellectual Property
Representations and Warranties
Term and Termination
Notices
Assignment
Amendments
Severability
Entire Agreement
Third Party Rights
Force Majeure
Counterparts
Electronic Execution
Governing Law
Jurisdiction
Dispute Resolution
Financial Services
Banking
Insurance
Pharmaceuticals
Biotechnology
Manufacturing
Technology
Real Estate
Infrastructure
Energy
Telecommunications
Healthcare
Professional Services
Consumer Goods
Industrial Products
Private Equity
Venture Capital
Legal
Corporate Development
Mergers & Acquisitions
Finance
Strategy
Executive Leadership
Business Development
Commercial
Risk Management
Compliance
Corporate Finance
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
General Counsel
Corporate Development Director
Mergers & Acquisitions Director
Investment Director
Business Development Manager
Legal Counsel
Transaction Manager
Strategy Director
Commercial Director
Head of Corporate Development
Senior Legal Counsel
Investment Manager
Corporate Finance Manager
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