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Preliminary Contract Template for Hong Kong

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Key Requirements PROMPT example:

Preliminary Contract

"I need a Preliminary Contract for the purchase of a commercial property in Central, Hong Kong, with a completion date of March 15, 2025, including provisions for a 6-week due diligence period and a 10% initial deposit requirement."

Document background
The Preliminary Contract is a crucial document in Hong Kong's commercial and real estate transactions, serving as a bridge between initial negotiations and final agreements. It is commonly used when parties have reached agreement on key terms but require time for due diligence, detailed negotiations, or regulatory approvals. The document typically contains both binding and non-binding provisions, with certain terms such as confidentiality, exclusivity, and deposit arrangements being immediately enforceable. Under Hong Kong law, these agreements must comply with contract formation requirements and relevant ordinances, particularly in regulated sectors such as real estate. The Preliminary Contract provides parties with security and clarity while maintaining flexibility for detailed negotiations, making it an essential tool in complex transactions.
Suggested Sections

1. Parties: Identification and details of all contracting parties, including full legal names, addresses, and registration numbers for companies

2. Background: Context of the preliminary contract, including the purpose and basic understanding between parties

3. Definitions: Key terms and their meanings as used throughout the document

4. Subject Matter: Clear description of the transaction or arrangement being agreed upon

5. Consideration: Details of the consideration, including initial deposit amounts and payment terms

6. Timeline: Key dates and deadlines for the preliminary contract, including execution of the main agreement

7. Binding Effect: Clause specifying which terms are binding and non-binding

8. Conditions Precedent: Conditions that must be satisfied before proceeding to the main agreement

9. Termination: Circumstances under which the preliminary contract may be terminated and consequences

10. Governing Law and Jurisdiction: Specification of Hong Kong law as governing law and jurisdiction for disputes

Optional Sections

1. Confidentiality: Terms regarding confidential information sharing and protection, used when sensitive information will be exchanged

2. Exclusivity: Provisions preventing parties from negotiating with other parties, included when exclusive negotiations are required

3. Due Diligence: Framework for conducting due diligence investigations, included for complex transactions

4. Costs and Expenses: Allocation of costs and expenses, included when significant preliminary costs are expected

5. Break Fee: Provisions for compensation if one party withdraws, used in high-value transactions

6. Force Majeure: Provisions for unforeseen circumstances, included when long preliminary period is anticipated

7. Warranties: Basic warranties about capacity and authority, included for complex or high-value transactions

Suggested Schedules

1. Schedule 1 - Property Details: Detailed description of property including address, lot number, and registered details (for property transactions)

2. Schedule 2 - Payment Schedule: Breakdown of deposit payments and payment milestones

3. Schedule 3 - Timeline: Detailed timeline of key dates, milestones, and deadlines

4. Schedule 4 - Required Documents: List of documents required from each party

5. Appendix A - Form of Main Agreement: Draft or key terms of the main agreement to be entered into

6. Appendix B - Due Diligence Requirements: List of due diligence items and requirements

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses






























Relevant Industries

Real Estate

Financial Services

Manufacturing

Technology

Retail

Construction

Professional Services

Trading

Healthcare

Hospitality

Education

Telecommunications

Relevant Teams

Legal

Compliance

Real Estate

Commercial

Business Development

Finance

Operations

Risk Management

Corporate Secretariat

Investment

Project Management

Relevant Roles

Legal Counsel

Contract Manager

Business Development Manager

Real Estate Agent

Property Manager

Commercial Director

Chief Executive Officer

Chief Financial Officer

Investment Manager

Project Manager

Compliance Officer

Risk Manager

Corporate Secretary

Operations Director

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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