In export-related projects, the pre-contractual phase is critical for securing the parties’ commitments and anticipating legal and operational risks.
In an international context, professionals must navigate between two approaches depending on whether they are operating under civil law or common law: 
- Under civil law, it is essential to formalise pre-contractual discussions to avoid abusive termination and to safeguard the exchange of sensitive information. 
- Under common law, although parties retain freedom, it is recommended to include clauses that define the limits of pre-contractual commitments in order to avoid legal uncertainty.

<strong>To explore the Civil Law / Common Law distinction further and see sample clauses</strong>
CIVIL LAW: In <strong>French law,</strong> the <strong>2016 contract law</strong> reform (Order No. 2016-131 of 10 February 2016) significantly altered how pre-contractual negotiations are handled. <strong>Article 1112 of the Civil Code</strong> now establishes a general duty of good faith during negotiations, with the possibility of holding a party liable in the event of an abrupt or unjustified termination. Thus, a party that unilaterally breaks off advanced discussions without legitimate reason may be required to compensate the other party for any resulting loss. 
Furthermore, <strong>Article 1112-1</strong> imposes a pre-contractual duty to disclose: each party must provide the other with any information that is decisive to their consent. This has enhanced transparency in negotiations, particularly in international contracts where information asymmetries are common.
COMMON LAW: Under common law, contractual freedom prevails. Pre-contractual negotiations are governed by the principle of Caveat Emptor ("let the buyer beware") and do <strong>not bind the parties unless a formal contract is executed</strong>. However, case law has begun to clarify the limits of this freedom:
In particular, the case <strong>Yam Seng Pte Ltd v International Trade Corporation Ltd (2013)</strong> introduced the idea of an implied duty of good faith, especially in long-term contracts. Although common law continues to emphasise freedom of contract, there is a growing trend toward protecting advanced negotiations in the context of international commercial relationships.
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Examples of clauses for CIVIL LAW and common law</strong>
<strong>1. General principles</strong>
The parties acknowledge that the discussions, negotiations, and exchanges that took place prior to the signing of this contract (the “<strong>pre-contractual discussions</strong>”) aimed to outline the key principles of their cooperation. However, unless expressly stated in this contract, such discussions shall not give rise to any legally binding obligations and may not be relied upon to modify or interpret the contractual commitments formalised in the final contractual documents.
<strong>2. Good faith and pre-contractual information</strong>
 In accordance with <strong>Article 1112-1 of the Civil Code</strong>, each party undertakes to negotiate and disclose any essential information to the other party in good faith, without withholding any elements likely to significantly affect the other party’s consent. In the event of a breach of this duty to inform, the aggrieved party may seek compensation for the loss suffered, in accordance with applicable legal provisions.
<strong>3. Effect of preliminary commitments</strong>
 Any letter of intent, Memorandum of Understanding (MoU), or other pre-contractual document signed by the parties prior to the conclusion of this contract shall be considered indicative only and shall not be legally binding, unless it expressly sets out binding and enforceable obligations, such as confidentiality commitments, exclusivity clauses, or provisions relating to negotiation costs.
<strong>4. Integration of prior commitments</strong>
All the mutual commitments between the parties are defined exclusively by this contract and its appendices. No statement or communication made prior to the signing of this contract may be invoked to supplement, amend, or interpret its provisions, unless the parties agree in writing by means of an addendum.