Pre Partnership Agreement for Germany

Pre Partnership Agreement Template for Germany

A Pre Partnership Agreement under German law is a formal legal document that establishes the framework for negotiations and discussions leading to a potential business partnership. This document, governed by German commercial and civil law, particularly the Handelsgesetzbuch (HGB) and Bürgerliches Gesetzbuch (BGB), outlines the rights, obligations, and responsibilities of all parties during the pre-partnership phase. It includes crucial provisions for confidentiality, exclusivity, cost-sharing, and the protection of intellectual property, while setting clear parameters for due diligence and negotiation processes.

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What is a Pre Partnership Agreement?

The Pre Partnership Agreement is a crucial document used in German business practice when two or more parties are considering forming a business partnership but need to establish formal ground rules for their negotiations and due diligence process. This document is particularly important in the German legal context, where business relationships are heavily regulated and formal documentation is essential. It serves as a protective mechanism for all parties involved, establishing clear guidelines for information sharing, confidentiality, and resource allocation during the exploratory phase. The agreement typically includes provisions governed by both the German Civil Code (BGB) and Commercial Code (HGB), ensuring compliance with local legal requirements while facilitating thorough evaluation of the potential partnership opportunity.

What sections should be included in a Pre Partnership Agreement?

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

What sections are optional to include in a Pre Partnership Agreement?

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

What schedules should be included in a Pre Partnership Agreement?

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

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Germany

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Technology

Manufacturing

Professional Services

Real Estate

Healthcare

Financial Services

Retail

Energy

Construction

Logistics

Consulting

E-commerce

Industrial

Biotechnology

Software Development

Relevant Teams

Legal

Corporate Development

Business Development

Executive Leadership

Finance

Strategy

Operations

Compliance

Risk Management

Mergers & Acquisitions

Relevant Roles

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

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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