The Non-Binding Purchase Agreement is a crucial document in the early stages of commercial transactions under Swiss law, typically used when parties wish to formalize their preliminary discussions and intended transaction structure without creating binding obligations. It serves as a roadmap for further negotiations and due diligence, incorporating key commercial terms while maintaining flexibility. This document type is particularly valuable in complex transactions where parties need to outline their understanding and expectations before committing to a binding agreement. While governed by Swiss law, the agreement explicitly maintains its non-binding nature, except for specific provisions such as confidentiality and costs. It's commonly used in M&A transactions, asset purchases, and business acquisitions, providing a framework for the transaction while allowing parties to withdraw from negotiations without significant legal consequences.
Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.
Your data doesn't train Genie's AI
You keep IP ownership of your docs
1. Parties: Identification of all parties involved in the potential transaction, including full legal names, registration numbers, and addresses
2. Background: Context of the proposed transaction and relationship between the parties
3. Definitions: Key terms used throughout the agreement, ensuring consistent interpretation
4. Non-Binding Nature: Clear statement that the agreement is non-binding and does not create legal obligations except for specific clauses (such as confidentiality)
5. Subject Matter: Description of the assets or business to be potentially purchased
6. Proposed Purchase Price: Indicative price range or structure, clearly marked as subject to negotiation
7. Due Diligence: Framework for the investigation of the business or assets
8. Timeline: Proposed schedule for negotiations and potential completion
9. Confidentiality: Binding provisions regarding the confidentiality of information exchanged
10. Exclusivity: Any non-binding exclusivity arrangements during negotiations
11. Costs: Each party's responsibility for their own costs and expenses
12. Governing Law: Specification of Swiss law as the governing law for the agreement
1. Break Fee: Optional provisions for break fees if parties wish to include them, used when there's significant due diligence or negotiation costs
2. Binding Provisions: Section specifically identifying which provisions are binding (such as confidentiality, costs, and governing law), used in more complex transactions
3. Public Announcements: Guidelines for public communications, particularly relevant for transactions involving public companies or sensitive matters
4. Employee Matters: Preliminary agreements regarding treatment of employees, used when the transaction involves transfer of employees
5. Intellectual Property: Preliminary arrangements regarding IP rights during negotiation phase, relevant for technology or brand-heavy transactions
6. Environmental Matters: Framework for addressing environmental due diligence and liabilities, used for transactions involving real estate or industrial assets
1. Asset Schedule: Preliminary list of assets to be potentially included in the transaction
2. Due Diligence Checklist: List of documents and information to be reviewed during due diligence
3. Proposed Timeline: Detailed timeline with key milestones and deadlines
4. Price Calculation Mechanism: Detailed explanation of how the purchase price might be calculated or adjusted
5. Key Personnel: List of key employees or management team members relevant to the transaction
6. Material Contracts: List of important contracts that would be relevant to the transaction
Find the exact document you need
Exclusive Buyer Agreement
A Swiss law-governed agreement establishing exclusive purchasing rights and obligations between a buyer and seller, with specific commitments and territorial restrictions.
Download
Discount Agreement
A Swiss law-governed agreement establishing terms for commercial discounts between parties, including discount structures, qualifications, and payment terms.
Download
Equity Investment Contract
Swiss law-governed agreement for equity investment in a company, detailing investment terms, share acquisition, and shareholder rights.
Download
Sell Agreement
A Swiss law-governed agreement documenting the terms and conditions of a sale transaction between parties, compliant with the Swiss Code of Obligations.
Download
Public Offer Agreement
A Swiss law-governed agreement setting standardized terms for offering products or services to multiple potential customers.
Download
Buyback Agreement
A Swiss law-governed agreement establishing terms for a company's repurchase of its shares, securities, or assets from existing holders.
Download
Model Asset Purchase Agreement
A Swiss law-governed agreement establishing terms and conditions for the purchase and sale of business assets, including transfer provisions, warranties, and closing requirements.
Download
Contingent Purchase Agreement
A Swiss law-governed agreement establishing terms for a purchase transaction contingent upon specific conditions being met, including detailed conditions precedent and completion mechanics.
Download
Artwork Purchase Agreement
Swiss law-governed agreement for the purchase and sale of artwork, covering authenticity, ownership transfer, and regulatory compliance.
Download
Option To Purchase Contract
A Swiss law-governed agreement granting the right to purchase specific assets at predetermined terms within a specified period.
Download
Domain Purchase Agreement
Swiss law agreement for the purchase and transfer of domain name(s), ensuring compliant ownership transfer under Swiss jurisdiction and SWITCH Foundation regulations.
Download
Buy In Agreement
A Swiss law-governed agreement facilitating the acquisition of ownership interest in an existing business, detailing investment terms and conditions.
Download
Offer To Purchase Property Form
A Swiss law-governed form documenting a formal offer to purchase real estate property in Switzerland, including essential terms and conditions of the proposed acquisition.
Download
Hydrogen Purchase Agreement
A Swiss law-governed agreement setting out terms for the commercial sale and purchase of hydrogen, including quality, delivery, pricing, and safety requirements.
Download
Timeshare Purchase Agreement
Swiss-law governed agreement for the purchase of timeshare property rights, detailing usage terms, fees, and management arrangements.
Download
Gold Purchase Agreement
Swiss law-governed agreement for gold purchase transactions, incorporating precious metals regulations and compliance requirements.
Download
Non Binding Purchase Agreement
A Swiss law-governed preliminary agreement outlining proposed terms for a potential purchase transaction, maintaining a non-binding nature except for specific provisions.
Download
Model Stock Purchase Agreement
A Swiss law-governed agreement template for the purchase and sale of company shares, detailing transaction terms, conditions, and closing requirements.
Download
Purchasing Agent Agreement
Swiss law-governed agreement establishing terms and conditions for a purchasing agent's authority to procure goods or services on behalf of a principal.
Download
Corporate Purchase Agreement
Swiss law-governed agreement detailing terms and conditions for corporate purchase transactions, including purchase price, warranties, and closing requirements.
Download
Preliminary Sale And Purchase Agreement
A Swiss law-governed preliminary agreement establishing key terms and conditions for a property sale, serving as the foundation for the final purchase agreement.
Download
Equipment Purchase And Installation Agreement
Swiss law-governed agreement covering equipment purchase and installation, including delivery, installation procedures, testing, and warranties.
Download
Quota Purchase Agreement
A Swiss law agreement governing the sale and transfer of company quotas (shares), including terms, conditions, and regulatory requirements under Swiss law.
Download
Letter Of Intent To Buy
A preliminary document under Swiss law outlining key terms and conditions for a proposed purchase transaction, serving as a framework for subsequent negotiations.
Download
General Purchase Agreement
A Swiss law-governed agreement setting out terms and conditions for commercial purchase and sale of goods between businesses.
Download
Price Purchase Agreement
A Swiss law-governed agreement detailing terms and conditions for asset or property purchase, including price and payment terms.
Download
Prepaid Forward Purchase Agreement
A Swiss law agreement documenting an upfront-paid forward purchase transaction with future delivery or cash settlement rights.
Download
Goods Purchase Agreement
Swiss law-governed agreement for the sale and purchase of goods, setting out terms for product delivery, pricing, and warranties.
Download
Bond Purchase Agreement
A Swiss law-governed agreement establishing terms and conditions for the purchase of bonds between issuer and purchaser(s), compliant with Swiss financial regulations.
Download
Pre Purchase Agreement
A Swiss law-governed preliminary contract establishing key terms and conditions for a future purchase transaction, regulated under the Swiss Code of Obligations.
Download
Purchase Of Service Contract
A Swiss law-governed agreement establishing terms and conditions for the provision of professional services between a service provider and customer.
Download
Future Purchase Agreement
Swiss law-governed agreement establishing binding commitments for future purchase of goods or assets at predetermined terms and conditions.
Download
Land Option Agreement
A Swiss-law governed agreement granting an exclusive right to purchase specified real estate within a defined period under preset conditions, requiring notarization.
Download
Option To Buy Contract
A Swiss law-governed agreement granting the right to purchase specific assets at a predetermined price within a specified period.
Download
Retail Purchase Agreement
A Swiss-law governed agreement formalizing retail sales between merchants and consumers, incorporating Swiss consumer protection requirements and statutory warranties.
Download
Furniture Purchase Agreement
A Swiss law-governed agreement setting out terms and conditions for furniture purchase, including specifications, pricing, delivery, and warranties.
Download
Company Purchase Agreement
A Swiss law-governed agreement detailing the terms and conditions for acquiring a company, including purchase terms, warranties, and regulatory compliance requirements.
Download
Trademark Purchase Agreement
Swiss law-governed agreement for the sale and transfer of trademark ownership rights, including associated terms and conditions.
Download
Software Purchase Agreement
A Swiss law-governed agreement for software purchase, defining terms of sale, licensing, and related services between vendor and purchaser.
Download
Patent Purchase Agreement
A Swiss law-governed agreement for the transfer of patent rights from seller to purchaser, including terms of sale and associated rights and obligations.
Download
ұԾ’s Security Promise
Genie is the safest place to draft. Here’s how we prioritise your privacy and security.
Your documents are private:
We do not train on your data; ұԾ’s AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
We are ISO27001 certified, so your data is secure
Organizational security:
You retain IP ownership of your documents and their information
You have full control over your data and who gets to see it
.png)