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1. Parties: Identification and details of all potential partners, including legal names, addresses, and registration details if applicable
2. Background: Context of the preliminary partnership, including the parties' intentions and general purpose of the proposed collaboration
3. Definitions: Key terms used throughout the agreement, ensuring consistent interpretation
4. Purpose and Scope: Outline of the intended partnership's business purpose and scope of activities
5. Duration: Timeline for the preliminary agreement and expected timeframe for establishing the final partnership
6. Due Diligence: Framework for information sharing and evaluation process
7. Confidentiality: Obligations regarding the protection of shared confidential information
8. Exclusivity: Commitment not to negotiate with other potential partners during the preliminary period
9. Costs and Expenses: Allocation of costs incurred during the preliminary phase
10. Steps to Final Agreement: Process and requirements for moving towards the final partnership agreement
11. Governing Law: Confirmation of German law application and jurisdiction
12. Termination: Conditions and process for terminating the preliminary agreement
1. Initial Capital Contributions: Preliminary agreements on capital contributions, used when partners want to establish initial financial commitments
2. Intellectual Property: Provisions for IP protection and ownership, necessary when IP assets are involved in discussions
3. Employee Matters: Framework for handling employment issues, relevant when staff transfers or hiring is contemplated
4. Real Estate: Preliminary arrangements regarding property, needed when real estate is central to the partnership
5. Regulatory Compliance: Specific regulatory requirements, included when the partnership involves regulated industries
6. Break Fee: Compensation provisions if one party withdraws, useful in high-stake negotiations
7. Milestone Planning: Key milestones and deadlines, included when specific achievements are required before final partnership
1. Initial Business Plan: Preliminary outline of the proposed partnership's business strategy and objectives
2. Due Diligence Checklist: List of required documents and information for mutual evaluation
3. Timeline: Detailed schedule of key dates and deadlines for moving towards final partnership
4. Required Approvals: List of necessary regulatory or third-party approvals
5. Initial Asset Schedule: Preliminary list of assets to be contributed to the partnership
6. Ownership Structure: Proposed ownership and voting rights structure
7. Form of Final Partnership Agreement: Draft outline or key terms of the intended final agreement
Affiliated Company
Business Day
Business Plan
Confidential Information
Due Diligence
Due Diligence Period
Effective Date
Final Partnership Agreement
Gesellschaft
Intellectual Property Rights
Letter of Intent
Material Adverse Change
Negotiation Period
Parties
Partnership
Partnership Assets
Preliminary Period
Project
Proposed Transaction
Representatives
Target Completion Date
Term
Third Party
Transaction Documents
Working Group
Definitions
Purpose and Scope
Duration
Due Diligence
Information Exchange
Confidentiality
Exclusivity
Good Faith
Cost Sharing
Future Capital Contributions
Management Structure
Decision Making
Intellectual Property
Non-Competition
Regulatory Compliance
Tax Matters
Employee Matters
Representations and Warranties
Break Fee
Force Majeure
Governing Law
Dispute Resolution
Notices
Assignment
Severability
Entire Agreement
Amendment
Termination
Language
Technology
Manufacturing
Professional Services
Real Estate
Healthcare
Retail
Financial Services
Energy
Construction
Agriculture
Media and Entertainment
Logistics
Education
Hospitality
Consulting
Legal
Corporate Development
Finance
Strategy
Business Development
Executive Leadership
Operations
Compliance
Risk Management
International Business
Mergers and Acquisitions
Chief Executive Officer
Managing Director
Legal Counsel
Business Development Manager
Chief Financial Officer
Partnership Manager
Corporate Development Director
Strategy Director
Investment Manager
Operations Director
Compliance Officer
Risk Manager
Company Secretary
Board Member
General Counsel
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