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1. Parties: Identification and details of all potential partners entering into the pre-partnership agreement
2. Background: Context of the proposed partnership and purpose of entering into this pre-partnership agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Purpose and Scope: Detailed outline of the intended partnership's objectives and the scope of pre-partnership activities
5. Duration: Timeline for the pre-partnership period and conditions for extension
6. Confidentiality Obligations: Provisions regarding the handling and protection of confidential information exchanged during discussions
7. Exclusivity: Terms preventing parties from engaging in similar partnership discussions with others during the negotiation period
8. Cost Sharing: Allocation of costs incurred during the pre-partnership phase
9. Good Faith Obligations: Commitment to negotiate in good faith and with serious intent
10. Intellectual Property Rights: Protection and ownership of IP during the pre-partnership phase
11. Termination: Circumstances and procedures for terminating the pre-partnership agreement
12. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes
1. Due Diligence Process: Framework for conducting due diligence investigations, used when detailed examination of business assets/operations is required
2. Resource Commitment: Specific commitments of resources during the pre-partnership phase, included when parties are contributing significant resources
3. Third Party Involvement: Provisions regarding the involvement of external advisors or consultants, used when third parties will be essential to the process
4. Break Fee: Provisions for compensation if one party withdraws, included in high-value or complex partnership negotiations
5. Milestone Requirements: Specific milestones to be achieved before proceeding to final partnership, used when a phased approach is desired
6. Public Announcements: Rules regarding public communications about the potential partnership, important for situations involving public companies or sensitive market information
1. Schedule 1 - Timeline: Detailed timeline of the pre-partnership phase including key milestones and deadlines
2. Schedule 2 - Confidential Information: Specific list of information designated as confidential
3. Schedule 3 - Due Diligence Requirements: Detailed list of documents and information required for due diligence
4. Schedule 4 - Cost Allocation: Detailed breakdown of cost sharing arrangements and budgets
5. Schedule 5 - Authorized Representatives: List of authorized representatives from each party for various aspects of the pre-partnership process
6. Appendix A - Form of Final Partnership Agreement: Draft outline or heads of terms for the intended final partnership agreement
Business Day
Confidential Information
Due Diligence
Effective Date
Exclusivity Period
Final Partnership Agreement
Intellectual Property Rights
Negotiation Period
Parties
Partnership Purpose
Permitted Purpose
Potential Partnership
Pre-Partnership Phase
Professional Advisers
Project
Representatives
Restricted Information
Target Completion Date
Term
Territory
Third Party
Binding Terms
Non-Binding Terms
Break Fee
Compliance Laws
Data Protection Laws
Force Majeure Event
Material Adverse Change
Negotiation Process
Related Persons
Sensitive Information
Termination Date
Authorized Representatives
Business Plan
Completion
Conditions Precedent
Costs
Disclosure
Good Faith
Governing Law
Partner Contribution
Definitions
Purpose and Scope
Duration
Confidentiality
Exclusivity
Due Diligence
Good Faith Obligations
Cost Sharing
Intellectual Property
Data Protection
Non-Solicitation
Non-Competition
Information Exchange
Resource Commitment
Decision Making
Representations and Warranties
Liability Limitations
Force Majeure
Termination Rights
Break Fee
Public Announcements
Assignment
Third Party Rights
Notices
Amendments
Severability
Entire Agreement
Governing Law
Dispute Resolution
Technology
Manufacturing
Professional Services
Real Estate
Healthcare
Financial Services
Retail
Energy
Construction
Logistics
Consulting
E-commerce
Industrial
Biotechnology
Software Development
Legal
Corporate Development
Business Development
Executive Leadership
Finance
Strategy
Operations
Compliance
Risk Management
Mergers & Acquisitions
Chief Executive Officer
Managing Director
Business Development Manager
Legal Counsel
Chief Financial Officer
Partnership Manager
Corporate Development Director
Strategy Director
Investment Manager
Operations Director
General Counsel
Compliance Officer
Business Owner
Entrepreneur
Corporate Lawyer
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