Will Smith and Jerry Bruckheimer have agreed to make "Bad Boys 3" ... TMZ has learned.

Sources connected with both Bruckheimer and Smith tell TMZ, the 2 have talked for hours in the last 2 days -- 4 hours at dinner Tuesday night and a long lunch on Wednesday -- to hash out the terms of the contract. They also spent time working on the script.

We got Jerry coming out of the lunch, and he was vague about the project, but we know it's an unsigned done deal.