esisopimus

Esisopimus is a Finnish term for a preliminary agreement that sets the framework for a future, more comprehensive contract. It is typically used in business transactions such as acquisitions, mergers, sales of businesses or assets, and real estate deals. The purpose is to secure terms, create a roadmap for due diligence, and sometimes grant exclusivity or a right to negotiate.

A typical esisopimus identifies the parties, describes the subject matter (for example shares, assets, or a business unit), and outlines key terms or a price range to be used in the final agreement. It often includes conditions precedent, a timetable for completing the final contract, confidentiality provisions, and an exclusivity clause that prevents the seller from negotiating with others during the negotiating period. It may also specify what will happen if due diligence uncovers issues or if regulatory approvals are required.

The binding nature of an esisopimus varies. Some provisions, such as confidentiality and exclusivity, are binding, while the obligation to enter into the final contract is frequently non-binding or subject to further agreement. Whether a breach gives rise to damages depends on the language used and applicable law.

Esisopimus is related to, but distinct from, an option agreement or a letter of intent. It is usually a stepping stone toward a binding final agreement, such as a share purchase agreement or asset purchase agreement, rather than a self-contained contract. Drafting clarity is essential to avoid unintended obligations.