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1. Exclusivity: Used when parties agree not to negotiate with other parties during a specified period

2. Break Fee: Include when parties want to specify compensation if one party terminates negotiations

3. Specific Conditions Precedent: When certain conditions must be met before proceeding with final agreement

4. Intellectual Property Rights: Include when negotiations involve sharing of IP or creation of new IP

5. Public Announcements: Include for high-profile transactions where public communications need to be controlled

6. Force Majeure: Include when negotiation period is long and parties want protection from unforeseen events

7. Representatives and Warranties: Include when parties need to make preliminary representations about their authority or status

1. Schedule 1 - Timeline: Detailed timeline for negotiations, due diligence, and target completion dates

2. Schedule 2 - Required Information: List of documents and information required for due diligence

3. Schedule 3 - Authorized Representatives: List of authorized representatives from each party for negotiations

4. Appendix A - Term Sheet: High-level summary of key commercial terms being considered for the final agreement

5. Appendix B - Due Diligence Checklist: Detailed checklist of items to be reviewed during due diligence

6. Appendix C - Confidentiality Requirements: Detailed procedures for handling confidential information