Davies

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Perspective: Walking Away from the Table: Pre-Contractual Documents and the Duty to Negotiate in Good Faith

When negotiating a deal, it is common for parties to execute pre-contractual documents, such as a letter of intent, memorandum of understanding, or term sheet, reflecting the principal terms of the proposed transaction. Often, though not always, these pre-contractual documents provide that they are "non-binding" and that the deal is subject to, for example, due diligence and the execution of definitive agreements. It is also common for parties to provide in pre-contractual documents that they "agree to negotiate in good faith."

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