Article 1.102 - Freedom of contract
1. Parties are free to enter into a contract and to determine its contents, subject to the requirements of good faith and fair dealing, and the mandatory rules established by these Principles.
2. The parties may exclude the application of any of the Principles or derogate from or vary their effects, except as otherwise provided by these Principles.
Article 1.201 (ex art. 1.106) - Good Faith and Fair Dealing
1. Each party must act in accordance with good faith and fair dealing.
2. The parties may not exclude or limit this duty.
Article 1.202 (ex art. 1.107) - Duty to Co-operate
Each party owes to the other a duty to co-operate in order to give full effect to the contract.
Section 3 - Liability for negotiations 138
Article 2.301 (ex art. 5.301) - Negotiations Contrary to Good Faith 139
1. A party is free to negotiate and is not liable for failure to reach an agreement. 140
2. However, a party who has negotiated or broken off negotiations contrary to good faith and fair dealing is liable for the losses caused to the other party. 141
3. It is contrary to good faith and fair dealing, in particular, for a party to enter into or continue negotiations with no real intention of reaching an agreement with the other party. 142
Article 2.302 (ex art. 5.302) - Breach of Confidentiality 143
If confidential information is given by one party in the course of negotiations, the other party is under a duty not to disclose that information or use it for its own purposes whether or not a contract is subsequently concluded. The remedy for breach of this duty may include compensation for loss suffered and restitution of the benefit received by the other party. 144
Article 5.102 (ex art. 7.102) - Relevant Circumstances 291 (see also agreed obligations)
In interpreting the contract, regard shall be had, in particular, to: 292
- the circumstances in which it was concluded, including the preliminary negotiations; 293
- the conduct of the parties, even subsequent to the conclusion of the contract; 294
- the nature and purpose of the contract; 295
- the interpretation which has already been given to similar clauses by the parties and the practices they have established between themselves; 296
- the meaning commonly given to terms and expressions in the branch of activity concerned and the interpretation similar clauses may already have received; 297
- usages; and 298
- good faith and fair dealing 299