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1. Parties: Identification and details of all potential partners entering into the preliminary agreement
2. Background: Context of the proposed partnership and the purpose of entering into this preliminary agreement
3. Definitions: Key terms used throughout the agreement
4. Purpose and Scope: Outline of the intended partnership's business focus and preliminary scope of operations
5. Duration: Term of the preliminary agreement and conditions for extension or termination
6. Good Faith Negotiations: Commitment to negotiate the final partnership agreement in good faith
7. Confidentiality: Provisions for handling confidential information exchanged during the preliminary phase
8. Exclusivity: Restrictions on negotiating with other potential partners during the preliminary period
9. Cost Sharing: Allocation of costs incurred during the preliminary phase
10. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes
1. Initial Capital Contributions: Preliminary agreements on capital contributions, used when parties want to start initial funding discussions
2. Intellectual Property: Provisions for IP protection and ownership, needed when IP will be shared during preliminary discussions
3. Due Diligence: Framework for conducting due diligence, included when detailed investigation is required
4. Key Performance Indicators: Preliminary business targets and metrics, useful when parties want to set specific goals
5. Break Fee: Compensation if one party withdraws, included for high-value or complex negotiations
6. Interim Management: Temporary management structure during the preliminary phase, needed for active collaboration before final agreement
7. Press Releases and Announcements: Rules for public communications, important for high-profile partnerships
1. Business Plan Overview: High-level outline of the proposed business plan and strategic objectives
2. Timeline: Proposed schedule for negotiation, due diligence, and final agreement completion
3. Initial Budget: Preliminary budget for the partnership formation phase
4. Required Approvals: List of regulatory or third-party approvals needed for the final partnership
5. Assets Schedule: Preliminary list of assets each party may contribute to the partnership
6. Negotiation Framework: Structured approach and key points for negotiating the final agreement
Parties
Preliminary Phase
Proposed Partnership
Confidential Information
Business Plan
Due Diligence
Effective Date
Exclusivity Period
Final Partnership Agreement
Good Faith
Intellectual Property
Material Adverse Change
Negotiation Period
Permitted Purpose
Preliminary Costs
Representatives
Target Completion Date
Business Day
Affiliate
Force Majeure
Initial Capital Contribution
Letter of Intent
Memorandum of Understanding
Partnership Assets
Professional Advisers
Proprietary Information
Term
Territory
Working Group
Binding Provisions
Non-Binding Provisions
Break Fee
Completion
Conditions Precedent
Recitals
Definitions
Purpose and Scope
Good Faith Obligations
Confidentiality
Exclusivity
Due Diligence
Cost Sharing
Intellectual Property
Non-Binding Provisions
Binding Provisions
Initial Capital Contributions
Timeline
Negotiation Process
Public Announcements
No Partnership
Break Fee
Force Majeure
Assignment
Severability
Entire Agreement
Amendments
Notices
Third Party Rights
Counterparts
Governing Law
Jurisdiction
Dispute Resolution
Termination
Survival
Technology
Professional Services
Manufacturing
Healthcare
Real Estate
Financial Services
Retail
Agriculture
Energy
Logistics
Construction
Media and Entertainment
Education
Consulting
Sustainable Technologies
Legal
Business Development
Corporate Development
Finance
Strategy
Operations
Commercial
Risk Management
Compliance
Executive Leadership
Chief Executive Officer
Managing Director
Business Development Manager
Legal Counsel
Chief Financial Officer
Partnership Manager
Corporate Development Director
Strategy Director
Commercial Director
Operations Director
General Counsel
Company Secretary
Chief Operating Officer
Venture Development Manager
Strategic Alliance Manager
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