Non Binding Purchase Agreement for the United Kingdom

Non Binding Purchase Agreement Template for England and Wales

A Non-Binding Purchase Agreement under English and Welsh law is a preliminary document that outlines the intended terms of a potential purchase transaction without creating legally binding obligations. It serves as a framework for negotiations and demonstrates the parties' serious intent while allowing flexibility for further discussion and due diligence. The document typically includes proposed terms, pricing structures, and timelines while explicitly stating its non-binding nature, except for specific provisions such as confidentiality or exclusivity where agreed.

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What is a Non Binding Purchase Agreement?

The Non Binding Purchase Agreement is commonly used in commercial transactions governed by English and Welsh law when parties wish to formalize their preliminary discussions and document their intentions without creating binding obligations. It serves as a stepping stone towards a definitive agreement, typically used during the negotiation phase of significant transactions. This document helps parties align their expectations, establish framework for further discussions, and maintain clear records of proposed terms while preserving flexibility to modify or withdraw from the transaction. It's particularly useful in complex transactions requiring extensive due diligence or regulatory approvals.

What sections should be included in a Non Binding Purchase Agreement?

1. Parties: Details of the parties entering into the agreement

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Subject Matter: Description of goods/services to be purchased

5. Non-Binding Nature: Clear statement that agreement is not legally binding

6. Proposed Terms: Overview of key commercial terms

What sections are optional to include in a Non Binding Purchase Agreement?

1. Confidentiality: Provisions for protecting sensitive information exchanged during negotiations

2. Exclusivity: Terms specifying exclusive negotiation period between parties

3. Cost Allocation: Provisions for sharing costs incurred during the negotiation process

What schedules should be included in a Non Binding Purchase Agreement?

1. Schedule 1 - Product Specifications: Detailed description of goods/services under consideration

2. Schedule 2 - Proposed Pricing Structure: Indicative pricing and payment terms

3. Schedule 3 - Timeline: Proposed timeline for negotiation and potential completion

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

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Free to use

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Agreement
Business Day
Commencement Date
Confidential Information
Goods
Intellectual Property Rights
Negotiation Period
Parties
Proposed Purchase Price
Representatives
Specifications
Term
Transaction

Clauses

Subject Matter of Purchase
Non-Binding Nature
Proposed Price
Payment Terms
Due Diligence
Confidentiality
Exclusivity
Costs
Duration
Termination
Notices
Governing Law
Assignment
Entire Agreement
Amendments
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What is a Non Binding Purchase Agreement?

What sections should be included in a Non Binding Purchase Agreement?

What sections are optional to include in a Non Binding Purchase Agreement?

What schedules should be included in a Non Binding Purchase Agreement?

Authors

Alex Denne

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