1. Good Faith Obligations: Optional binding provision regarding conduct during negotiations, useful for more complex transactions

2. Break Fee: Include when parties want to specify any compensation if one party withdraws under certain circumstances

3. Regulatory Approvals: Include when the potential transaction may require regulatory oversight or approval

4. Insurance: Include when specific insurance requirements need to be considered during due diligence

5. Intellectual Property Protection: Include when the due diligence process involves sharing of IP or technical information

6. Public Announcements: Include when either party is public or the transaction might attract media attention

7. Employee Matters: Include when the potential purchase involves transfer or consideration of employees

8. Environmental Matters: Include when the subject matter involves environmental considerations or risks

1. Schedule 1 - Description of Assets/Services: Detailed description of the subject matter of the potential purchase

2. Schedule 2 - Proposed Price Breakdown: Detailed breakdown of the proposed purchase price and payment structure

3. Schedule 3 - Due Diligence Requirements: List of required documentation and information for due diligence

4. Schedule 4 - Proposed Timeline: Detailed timeline with key milestones and deadlines

5. Appendix A - Required Documentation: List of documents to be provided during the due diligence process

6. Appendix B - Form of Confidentiality Agreement: Template of detailed confidentiality agreement if required