Pre Contract Agreement for the Netherlands

Pre Contract Agreement Template for Netherlands

A Pre Contract Agreement governed by Dutch law serves as a formal framework for parties entering into negotiations for a potential business transaction or relationship. This document establishes the ground rules for negotiations, including confidentiality obligations, exclusivity provisions, and the allocation of costs. Under Dutch legal principles, particularly those established in the Burgerlijk Wetboek (Dutch Civil Code), this agreement creates certain binding obligations while maintaining flexibility for the main negotiation process. It addresses key aspects such as pre-contractual liability, good faith requirements, and the protection of confidential information during the negotiation phase.

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What is a Pre Contract Agreement?

The Pre Contract Agreement is a crucial document used in the Netherlands when parties are preparing to enter into significant business negotiations but need to establish clear parameters before proceeding with detailed discussions. This document, governed by Dutch law, typically precedes more comprehensive agreements such as mergers, acquisitions, joint ventures, or major commercial contracts. It outlines key aspects such as confidentiality obligations, exclusivity periods, cost allocation, and the intended timeline for negotiations. The agreement reflects Dutch legal principles regarding pre-contractual good faith (redelijkheid en billijkheid) and provides protection for both parties during the negotiation phase. It's particularly important in complex transactions where substantial time and resources will be invested in the negotiation process.

What sections should be included in a Pre Contract Agreement?

1. Parties: Identification and details of all parties involved in the pre-contractual negotiations

2. Background: Context of the proposed transaction and purpose of entering into pre-contractual discussions

3. Definitions: Key terms used throughout the agreement

4. Purpose and Scope: Clear outline of the subject matter of the negotiations and intended final agreement

5. Duration: Timeline for negotiations and validity period of the pre-contract agreement

6. Confidentiality Obligations: Terms regarding the protection and use of confidential information exchanged during negotiations

7. Exclusivity: Whether parties are prohibited from negotiating with third parties during the negotiation period

8. Costs and Expenses: How costs incurred during the negotiation process will be handled

9. Legal Status: Clear statement on which provisions are binding and which are subject to negotiation

10. Governing Law and Jurisdiction: Confirmation of Dutch law application and jurisdiction for disputes

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

1. Break Fee: Applicable when parties want to specify compensation if negotiations are terminated under certain circumstances

2. Intellectual Property Rights: Required when negotiations involve sharing of IP or creation of new IP during the process

3. Due Diligence Process: Needed when the negotiations involve substantial due diligence requirements

4. Good Faith Deposit: Used when parties agree to a deposit to demonstrate commitment to negotiations

5. Milestone Schedule: Relevant for complex negotiations requiring specific timeline and achievement points

6. Third Party Rights: Necessary when the negotiations might affect rights of third parties

7. Data Protection: Required when personal data will be exchanged during negotiations

8. Force Majeure: Optional clause for addressing circumstances that might prevent continuation of negotiations

What schedules should be included in a Pre Contract Agreement?

1. Schedule 1 - Negotiation Timeline: Detailed timeline of the negotiation process and key milestones

2. Schedule 2 - Information Requirements: List of documents and information to be exchanged during negotiations

3. Schedule 3 - Authorized Representatives: List of persons authorized to conduct negotiations on behalf of each party

4. Appendix A - Term Sheet: Initial agreed terms or points for negotiation, if already developed

5. Appendix B - Confidentiality Terms: Detailed confidentiality provisions if too extensive for main 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

Netherlands

Publisher

Genie AI

Document Type

Agreement Contract

Cost

Free to use
Relevant Industries

Technology and Software

Manufacturing

Real Estate

Financial Services

Healthcare

Energy and Utilities

Professional Services

Construction

Telecommunications

Retail and Consumer Goods

Media and Entertainment

Automotive

Agriculture

Pharmaceutical

Relevant Teams

Legal

Executive Leadership

Corporate Development

Mergers & Acquisitions

Business Development

Finance

Compliance

Risk Management

Commercial Operations

Project Management

Relevant Roles

Chief Executive Officer

Chief Legal Officer

General Counsel

Legal Director

Commercial Director

Business Development Manager

Contract Manager

Corporate Lawyer

Legal Counsel

Chief Financial Officer

Managing Director

Head of Mergers & Acquisitions

Risk Manager

Compliance Officer

Project Director

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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