The Letter of Intent Exclusivity agreement is a crucial document in the early stages of significant business transactions under Swiss law. It serves as a preliminary framework that allows parties to negotiate exclusively while conducting due diligence and finalizing transaction terms. While most provisions in such letters are non-binding, the exclusivity clauses create legally binding obligations under Swiss law, preventing the seller from entertaining competing offers during the specified period. This document is particularly important in M&A transactions, joint ventures, and significant commercial partnerships where confidentiality and transaction security are paramount. The Swiss legal framework provides specific considerations regarding pre-contractual liability (culpa in contrahendo) and the principle of good faith (Treu und Glauben) that must be reflected in the document's structure and content.
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1. Date and Parties: Opening of letter identifying sender and recipient companies including full legal names and addresses
2. Subject Line: Clear identification of the document as a Letter of Intent regarding [proposed transaction]
3. Transaction Overview: High-level description of the proposed transaction and its key terms
4. Non-Binding Nature: Clear statement that the letter is generally non-binding except for specific provisions
5. Exclusivity Provisions: Details of the exclusivity period, scope, and obligations of both parties
6. Duration: Specific timeframe for the exclusivity period and conditions for extension or early termination
7. Binding Provisions: Explicit listing of which provisions are legally binding
8. Governing Law and Jurisdiction: Specification of Swiss law as governing law and jurisdiction for disputes
9. Signature Blocks: Formal closing of letter with signature spaces for both parties
1. Due Diligence Process: Include when the exclusivity period is primarily for conducting due diligence, outlining the process and requirements
2. Break Fee: Include when parties agree to penalties for breach of exclusivity
3. Confidentiality Provisions: Include if not already covered by a separate NDA
4. Costs and Expenses: Include when there's a need to specify how transaction costs will be handled
5. Interim Operating Covenants: Include when there are specific requirements about how the target business should operate during the exclusivity period
6. Non-Solicitation: Include when parties want to prevent solicitation of employees or customers during the process
7. Termination Rights: Include when specific termination triggers beyond the expiry date are needed
1. Key Transaction Terms: Preliminary terms of the proposed transaction including price range, structure, and key conditions
2. Timeline: Proposed schedule for due diligence, negotiation, and completion of definitive agreements
3. Restricted Activities: Detailed list of activities prohibited during the exclusivity period
4. Required Approvals: List of anticipated regulatory or third-party approvals needed for the transaction
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Technology
Manufacturing
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Healthcare
Real Estate
Retail
Energy
Telecommunications
Professional Services
Consumer Goods
Industrial
Media & Entertainment
Biotechnology
Infrastructure
Mining & Resources
Relevant Teams
Legal
Corporate Development
Mergers & Acquisitions
Finance
Strategy
Executive Leadership
Business Development
Corporate Finance
Investment
Risk Management
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Relevant Roles
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Head of Mergers & Acquisitions
Corporate Development Director
Investment Director
General Counsel
Legal Director
Business Development Director
Strategy Director
Board Member
Managing Director
Transaction Manager
Corporate Finance Manager
Investment Manager
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