Letters of intent or term sheets are often prepared. They are not binding on the parties for transaction purposes (i.e., excluding, for example, provisions on confidentiality, exclusivity, etc.), unless the parties decide otherwise.

• Exclusivity: Depending on the transaction, if the parties agree on exclusivity for a certain bidder, particularly in auction processes, such exclusivity is usually reflected in the term sheet or a separate exclusivity letter.
• Break fee: Term sheets usually do not provide for any break fees, but they sometimes provide for a cost cover.
• Confidentiality: Term sheets usually include provisions on confidentiality obligations.

Usually, if there is a term sheet, the relevant preliminary arrangements of the parties are covered in the term sheet. A separate nondisclosure agreement is usually signed at an early stage of the transaction, before disclosure of sensitive information pertaining to the parties or a target.

In accordance with the provisions of the Civil Code, there is a general duty to negotiate in good faith under Polish law. If there is a breach of such a duty, the breaching party is obliged to compensate the nonbreaching party by paying damages that the party incurred by assuming the agreement will be concluded. The damages are limited to the costs incurred from being involved in negotiations (e.g., advisory fees, travel, accommodation, etc.) but will not include damages that the nonbreaching party incurred because the planned agreement has not been concluded and performed.