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1. Parties: Identification and details of all parties to the agreement
2. Background: Context and circumstances leading to the provisional agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Duration and Provisional Period: Specifies the timeline during which the agreement remains provisional and when it either terminates or becomes definitive
5. Conditions Precedent: Lists the conditions that must be fulfilled for the agreement to become definitive
6. Provisional Obligations: Details the interim obligations of each party during the provisional period
7. Conversion to Definitive Agreement: Process and requirements for converting the provisional agreement into a definitive agreement
8. Termination: Circumstances under which the agreement can be terminated before becoming definitive
9. Governing Law and Jurisdiction: Specifies Malaysian law as governing law and relevant jurisdiction
10. Execution: Signature blocks and execution requirements
1. Confidentiality: Required when parties need to exchange sensitive information during the provisional period
2. Exclusivity: Used when one party requires the other not to negotiate with third parties during the provisional period
3. Break Fee: Include when there's a need to specify compensation if either party withdraws from the agreement
4. Due Diligence: Necessary when the agreement involves investigation or verification of assets or business
5. Regulatory Approvals: Required when the definitive agreement needs specific regulatory clearances
6. Force Majeure: Include when needing to address potential extraordinary events that could affect the provisional period
7. Costs and Expenses: Include when there's a need to specify how costs during the provisional period are allocated
1. Schedule 1 - Key Terms: Details of key commercial terms and conditions precedent
2. Schedule 2 - Timeline: Detailed timeline for fulfillment of conditions and conversion to definitive agreement
3. Schedule 3 - Required Documents: List of documents required for conditions precedent or conversion
4. Schedule 4 - Form of Definitive Agreement: Draft or key terms of the definitive agreement to be entered into
5. Schedule 5 - Due Diligence Requirements: If applicable, detailed requirements for due diligence process
6. Appendix A - Relevant Permits and Licenses: Copies or details of required regulatory approvals
7. Appendix B - Corporate Authorizations: Required corporate approvals and resolutions
Business Day
Commencement Date
Completion
Conditions Precedent
Confidential Information
Definitive Agreement
Due Diligence
Effective Date
Encumbrance
Event of Default
Expiry Date
Force Majeure
Governing Law
Initial Period
Material Adverse Change
Notice
Parties
Permitted Purpose
Provisional Period
Purchase Price
Regulatory Approval
Related Company
Representative
Security Interest
Stamp Duty
Target Company
Transaction
Transaction Documents
Working Hours
Definitions and Interpretation
Duration
Conditions Precedent
Due Diligence
Interim Obligations
Conversion Mechanism
Consideration
Representations and Warranties
Confidentiality
Exclusivity
Regulatory Compliance
Termination Rights
Break Fee
Force Majeure
Assignment
Notices
Costs and Expenses
Governing Law
Dispute Resolution
Entire Agreement
Severability
Third Party Rights
Counterparts
Electronic Execution
Stamp Duty
Time of Essence
Further Assurance
Real Estate
Manufacturing
Technology
Financial Services
Construction
Energy
Infrastructure
Healthcare
Telecommunications
Mining and Resources
Retail and Consumer
Agriculture
Legal
Corporate Affairs
Business Development
Finance
Compliance
Risk Management
Operations
Strategy
Project Management
Executive Leadership
Chief Executive Officer
Chief Legal Officer
Legal Director
Corporate Lawyer
Business Development Director
Commercial Director
Chief Financial Officer
Project Manager
Compliance Officer
Risk Manager
Managing Director
Company Secretary
Strategic Planning Director
Operations Director
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