Provisional Agreement for Malta
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Provisional Agreement
"I need a Provisional Agreement to establish temporary terms for a potential business acquisition between my tech company and a Maltese software developer, with completion targeted for March 2025, including specific provisions for intellectual property protection during the due diligence period."
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1. Parties: Identification and details of all parties to the agreement, including their registered addresses and registration numbers if applicable
2. Background: Context of the agreement, explaining the circumstances leading to this provisional arrangement
3. Definitions: Clear definitions of key terms used throughout the agreement
4. Subject Matter: Clear description of the provisional arrangement's subject matter
5. Duration: Term of the provisional agreement and conditions for extension or conversion to a final agreement
6. Provisional Terms: Key terms and conditions that will govern the provisional arrangement
7. Conditions Precedent: Conditions that must be fulfilled before the agreement becomes effective
8. Conversion Process: Process and requirements for converting the provisional agreement into a final agreement
9. Termination: Circumstances and process for early termination
10. Governing Law and Jurisdiction: Confirmation of Maltese law as governing law and jurisdiction for disputes
1. Interim Obligations: Used when parties need to specify particular obligations during the provisional period
2. Due Diligence: Include when the agreement is contingent on due diligence investigations
3. Exclusivity: Used when parties agree not to negotiate with other parties during the provisional period
4. Break Fee: Include when parties agree on compensation if either party withdraws from the arrangement
5. Confidentiality: Used when sensitive information will be exchanged during the provisional period
6. Force Majeure: Include when parties want to address potential extraordinary circumstances
7. Assignment: Used when transfer of rights needs to be addressed
8. Data Protection: Include when personal data processing is involved
1. Schedule 1 - Key Terms Summary: Summary of principal terms to be included in the final agreement
2. Schedule 2 - Timeline: Detailed timeline for key milestones and deadlines
3. Schedule 3 - Required Documentation: List of documents required for conversion to final agreement
4. Schedule 4 - Due Diligence Requirements: Detailed requirements for due diligence if applicable
5. Appendix A - Form of Final Agreement: Draft or outline of the proposed final agreement
6. Appendix B - Completion Checklist: Checklist of items required for completion of the provisional period
Authors
Effective Date
Expiry Date
Final Agreement
Provisional Period
Conditions Precedent
Completion
Completion Date
Business Day
Confidential Information
Conversion Process
Due Diligence Period
Due Diligence Requirements
Force Majeure Event
Interim Obligations
Parties
Project
Related Agreements
Subject Matter
Termination Date
Termination Notice
Transaction
Working Day
Material Adverse Change
Permitted Purpose
Representatives
Schedule
Services
Break Fee
Completion Notice
Governing Law
Intellectual Property Rights
Losses
Warranties
Definitions
Background
Subject Matter
Duration
Conditions Precedent
Interim Obligations
Conversion Process
Due Diligence
Exclusivity
Confidentiality
Representations and Warranties
Break Fee
Payment Terms
Force Majeure
Termination
Assignment
Notices
Entire Agreement
Severability
Amendments
Waiver
Further Assurance
Costs
Data Protection
Governing Law
Jurisdiction
Dispute Resolution
Third Party Rights
Counterparts
Real Estate
Financial Services
Manufacturing
Technology
Maritime
Gaming
Professional Services
Construction
Retail
Import/Export
Healthcare
Hospitality
Legal
Corporate Affairs
Business Development
Finance
Operations
Compliance
Risk Management
Project Management
Commercial
Property Management
Legal Counsel
Corporate Lawyer
Business Development Manager
Commercial Director
Chief Executive Officer
Chief Financial Officer
Contract Manager
Property Manager
Investment Director
Operations Manager
Compliance Officer
Risk Manager
Project Manager
Managing Director
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