The negotiation phase of contracts for the exploitation of industrial property rights is an essential preliminary stage prior to the conclusion of the final contract, as the framework that allows the negotiating parties to understand the object of the contract and clearly define the terms of the exploitation. This stage entails a set of obligations on the negotiators that derive their existence from the principle of good faith as the basis for international commercial transactions. This article aims to study these obligations and determine the penalty for breach of them, in particular civil liability and compensation for damage. The article concludes that establishing an effective legal system to regulate the negotiation phase would strike a balance between the parties' freedom to negotiate and ensure the security and stability of this stage, in a way that limits any arbitrariness and ensures the protection of the injured party in the event of a breach of these obligations.