Preliminary contract in Ukraine. Possibility to make a preliminary contract provided by clause 635 of the Civil Code of Ukraine, which provides that the preliminary contract is the contract, parties of which undertake (within certain period of time) to make the principal contract in future on terms established by preliminary contract.

The law may establish restrictions as concerning the period of time, during which the principal contract can be made on the grounds of the preliminary contract.

Essential provisions of the principal contract, which are not stipulated by the preliminary contract, are to be agreed by the parties using the procedures established by the preliminary contract if the civil legislation acts do not provide else.

The preliminary contract to be made in the form, which is required for the principal contract, and if form of the principal contract is not set by laws – in the written form.

A party, which unreasonably refuses to make the principal contract stipulated by the preliminary contract, is to reimburse to the other party all the losses, which have appeared in the result of delay in making the principal contract, if otherwise is not provided by the preliminary contract or acts of the civil legislation.

An obligation, which is established in the preliminary contract is terminated if the principal contract is not made within period of time, which was established by the preliminary contract. The same consequences are provided for the case if none of the parties of the preliminary contract has contacted the other party with offer to make the principal contract.

An intentions contract (protocol of intentions) if otherwise is not set expressly in the same is not considered to be the preliminary contract.

Preliminary contract can be combined with confidentiality, non-disclosure and non-circumvention agreement and/or with cooperation agreement into one single contract. Therewith it should be duly noticed, that in order to make the preliminary contract a workable one it is advised to include in to the same the detailed procedures for calculation of prices of the principal contract.

The above information is provided herein in educational and informative purposes only. It is provided that you have to get appropriate legal advice as regarding the legal and other issues of your interest in Ukraine in order to have the exact, extensive and up-to-date legal and other related information.

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