Features of concluding a preliminary agreement

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PROTOCOL (agreement) of intent of the city _______________ “___”__________20___. ___________________________________________________________________ (name of organization, association, enterprise) ___________________________________________________________________ (name of organization, association, enterprise) agreed on the following intentions: 1. The parties proceed from the fact that the interests of each of them correspond to the implementation of ___________________________________________________ (name of the economic project, organization) and they intend to facilitate its implementation . 2. For these purposes, each of the parties will collect the necessary information, develop draft documents, etc. 3. To make a final decision on the possibility of implementing the above project, authorized representatives of the parties meet no later than _________________________________ (specify date). 4. This agreement is preliminary and does not impose any financial or legal obligations on its participants. This agreement was signed by: ___________________________________________________ (full name, position) on behalf of ___________________________________________ (name of organization) and ___________________________________________ (full name, position) on behalf of ___________________________________________ (name of organization).

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Sample letter of intent to enter into a contract

An agreement of intent is considered a document, the text of which is not regulated by existing legislation.
However, the Civil Code of the Russian Federation contains an explanation close to this concept. For example, in Art. 492 of the Civil Code defines the term as a preliminary agreement. And despite the fact that these are different concepts, there are many common points between the existing explanations. The letter of intent is typically a preliminary agreement that is paired with the main contract that follows the first intent. In this case, in the subsequent main contract, all events will be carried out in accordance with the paragraphs displayed in the preliminary document.

How to draw up an agreement of intent to enter into an agreement on cooperation in the future

As reflected above, a letter of intent is an agreement in which the partners, in the future, undertake to draw up the next, main contract.

The decision to formalize this agreement is made when both partners of a promising transaction have a desire to approve mutual cooperation. The document displays all the points relating to the main contract, and all clauses of the agreement must be formulated specifically and clearly. For example, you can use the following formulation:

“...the parties intend to sign a contract for the installation of equipment...during...”

“... the period during which the partners sign the contract is determined...”, etc.

The protocol of intent will be legally valid only if all paragraphs are specified. Otherwise, the protocol may not be recognized, which is why it may subsequently become a formal document that is not binding to anything.

To familiarize yourself with the contents of a standard protocol of intent and the structure of this form, just go to the Internet and you can find many samples on various topics. At the same time, it must be borne in mind that the following points should be displayed in the compiled documents:

• Specified exact date or time within which the main contract must be signed.
• Estimated cost of the subject of the contract: The range of costs of the goods offered and the work performed can be displayed here.
• Possibility of involving third parties in the contract - intermediaries, analysts, appraisers.
• The outcome of the agreement is a statement that cooperation will be extended. Sample letter of intent

Sample letter of intent

If the protocol of intent does not reflect the validity period of the main contract, then in this example the standard regulations of the Civil Code of the Russian Federation regarding such documents are applied to it. The duration of such a contract under the existing Law cannot be more than a year from the date of its conclusion.

The contents of the contract may display a phrase such as “other terms.”

What does this point mean?

• Mandatory provision of additional materials (licenses, certificates)
• List of points that, within the framework of this protocol, will relate to valid reasons for breaking the agreement
• The permissibility of one of the parties to refuse to fulfill the contract in the future
• The amount of penalties for the partner who breaks the obligations

These agreements are drawn up, like any other similar documents, in two copies and each copy is equivalent in the legal sense. As the number of partners involved in the execution of the contract increases, the number of copies of the document increases.

The agreement is drawn up in writing and does not require notarization. Moreover, this contract is a valid document during a legal dispute, if one arises.

Like any document, the letter of intent must follow a certain structure:

1. Preamble, which displays the name of the agreement and applicants for its execution.
2. A short text of the agreement in which the partners stipulate long-term intentions. According to the Civil Code of the Russian Federation, preliminary intentions to transfer property or perform work or services are possible. The subject of the agreement is clearly stated: what exactly will be transferred, what services will be performed. Accordingly, you need to indicate the amount of the main contract. If it is not yet possible to name the amount, then it is necessary to stipulate this and stipulate that the amount will be determined by the applicants when signing the main contract.
3. Time to complete the main contract.
4. Responsibility of partners for failure to agree (penalty, fine, etc.).
5. If contracting parties use security measures (advance payment, deposit, etc.), then this must be reflected in the document of intent.

In what cases are protocols and letters drawn up?

There are times in life when applicants for concluding an agreement on mutual cooperation first rewrite or draw up minutes of the meeting, in which they decided to draw up a written preliminary agreement.

Typically, in letters from interested partners, when drawing up a deal, they reflect the most important aspects, for example, what will be discussed in the main contract, the timing of its signing, etc.

A meeting is possible provided that a mutual desire to meet has arisen between the interested parties during correspondence, which must be confirmed by letters.

The protocol signed by the partners can reflect the main directions of the future agreement.

It should be noted that letters and minutes of meetings are not regulated by the Legislation of the Russian Federation and in terms of their significance they cannot be equated to a preliminary agreement.

Sample protocol of intent to conclude an agreement

Sample protocol of intent to conclude an agreement

Letter to sign an agreement: sample, rules for drafting

Despite the fact that a letter of intent is not regulated by the Law and is not obligatory to anything, an illiterately completed document can provide one of the parties with serious legal and material consequences. In this section we will try to explain how to correctly write a proposal of intent.

Firstly , a business letter is considered an integral element in the relationship between partners. Correct drafting of a letter in compliance with ethics will ensure the establishment of mutually beneficial cooperation and enhancement of the company’s image. The agreement letter should convey the main idea as clearly as possible.

Sample letter for concluding an agreement

Basic rules for composing such a letter

• Writing a letter on company letterhead
• Mandatory margins with indentation on the left – 3 cm, on the right – 1.5 cm;
• The name and position of the recipient must be indicated in the header of the document.
• The date the document was sent and the registration number are displayed at the top left corner
• Signature of the sender indicating the position and full name.
• When composing a letter, as a rule, the font Times New Roman is used with letter size 12 and single spacing.

Example of a letter of cooperation

With this proposal, the company “Company Name” expresses its desire to cooperate with the company “Company Name” in such and such an area, for which it guarantees the preparation of project documentation (you need to list all the necessary materials) for signing a contract for 2021. In this regard, we propose to meet from “__”______2017 to “_____”______2017 to discuss an agreement of intent with the subsequent conclusion of a contract agreement.

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Intention is not an agreement

At first glance, a preliminary agreement and an agreement of intent are one and the same. But in fact, these documents entail completely different consequences. Today we will tell you how to distinguish them.

The significance of the preliminary agreement is already clear from its name: like any agreement, it entails legal obligations for the parties. Only its subject is not the transfer of property, performance of work or provision of services, but the conclusion of another agreement (Article 429 of the Civil Code of the Russian Federation). In other words, the parties undertake to enter into a specific contract for supply, loan, etc. in the future and seal their obligation with a preliminary contract.

It is usually drawn up in written form. But if the main contract requires notarization or state registration, then the preliminary contract must also be given this form. Otherwise, he will not be considered a prisoner.

What should be included in the content of this document? These are, first of all, the essential terms of the agreement that is planned to be concluded. For example, for delivery this is a description of the product (name, quantity, quality, assortment) and delivery time, for the purchase and sale of real estate - a description of the property and its price, for construction work - its nature and result. That is, it should be clear from the preliminary agreement on what conditions the parties have agreed to build their relations in the future.

In addition, the period for concluding the main contract must be specified. Otherwise, this will need to be done within a year (clause 4 of Article 429 of the Civil Code of the Russian Federation). But what if one of the counterparties refuses to conclude an agreement? In this case, another may demand this in court by filing a claim to compel the conclusion of a contract. In addition, the preliminary agreement can establish a penalty (fine, penalty) for refusal to conclude an agreement or delay.

But an agreement (protocol) of intent does not give rise to legal obligations. It is concluded to express the joint will of the parties and consolidate partnership relations. Its subject, for example, may be the joint participation of the parties in the investment of construction. At the same time, the parties are not obliged to enter into an agreement on joint construction activities in the future, as would be the case in the case of a preliminary agreement. Their agreement is declarative in nature.

But, despite the fact that a letter of intent does not have the force of a contract, it is not so useless. Indeed, in the event of a dispute, the court will take into account any documents that make it possible to establish the common will of the parties: correspondence, negotiations and, of course, a protocol of intent. In many cases this can be very useful.

As you can see, the differences between a preliminary agreement and an agreement of intent are significant. And to distinguish them from each other, the name is by no means enough - after all, it does not determine the essence of the agreement. Therefore, no matter what the name of the document in front of you is, you can recognize it primarily by the wording of the subject. If it says that the parties undertake to conclude another agreement, its terms are described, then we are talking about a preliminary agreement. If it expresses a commitment to joint cooperation, support in the implementation of any projects, or even a specific promise of assistance or action, there is an agreement of intent.

S.A._Bortnikova, lawyer