Conducting contract negotiations
Good contracts result from good negotiations. We prepare negotiations with you, conduct them on your behalf or support you in the background.
The key points at a glance
Obligations prior to conclusion of the contract
As soon as contractual negotiations begin, an obligation arises to have due regard for the other party’s interests (§ 311 Abs. 2 BGB). Anyone who breaches these duties, for example by providing inaccurate information or breaking off negotiations without reason after creating particular trust, may be liable for damages.
Letters of intent and preliminary agreements
A letter of intent or memorandum of understanding is generally not aimed at concluding a contract but may contain individual binding provisions, for example on confidentiality or exclusivity. A preliminary agreement, by contrast, creates an obligation to conclude the main contract and may require the same form as that contract.
Confidentiality
If sensitive information is exchanged during negotiations, a confidentiality agreement should be concluded beforehand. The protection of trade secrets also requires that appropriate confidentiality measures be taken.
How we proceed
Together with you, we work out negotiation objectives, room for manoeuvre and alternatives, and identify the points that are decisive in legal and commercial terms.
We conduct the negotiation on your behalf or support you with drafting suggestions and legal assessment in real time.
We record interim results and translate the outcome of the negotiations into a clear and robust contract text.
Frequently asked questions
Is a letter of intent binding?
In principle, no, as far as the conclusion of the main contract is concerned. Individual clauses such as confidentiality, exclusivity or cost provisions may, however, be agreed on a binding basis.
Can you also negotiate in English?
Yes, we also conduct negotiations in English and take into account the particular legal features of cross-border contracts.
Your contacts
Talk to us.
Gewürzmühlstraße 5 · 80538 Munich