Letters of intent and term sheets are customary. Typically, letters of intent and term sheets are not intended to create legal rights or obligations upon the parties, except for certain specific agreed-upon provisions (such as confidentiality undertakings), and therefore do not constitute a binding agreement for an acquisition. Such a binding agreement is only entered into after further negotiations between the parties.

• Exclusivity: Exclusivity provisions are customarily included in terms sheets.
• Break fee: Break fee provisions are not customarily included in term sheets.
• Confidentiality: Confidentiality provisions are customarily included in term sheets.

Parties usually negotiate separate confidentiality or non-disclosure agreements. Exclusivity and break fee provisions are sometimes included as part of a term sheet or letter of intent, and other times included in a separate document.

Under Belgian law, parties negotiating a transaction, including a sale and purchase of shares, assets or a business, are under a general obligation to conduct the negotiations in good faith. This entails, among other things, that negotiations that are at a reasonably advanced stage can in principle not be terminated unilaterally without due and reasonable justification. In addition, during the negotiations, parties must provide each other with the information that the law, good faith and common practice, taking into account the parties' capacity, their reasonable expectations and the object of the contract, require them to provide. In the event of a breach of pre-contractual obligations, the party in breach (and possibly its representatives) can be held liable.