1. Employee Matters: Include when the business has significant employees and their transfer needs to be addressed specifically

2. Regulatory Approvals: Include when the transaction may require specific regulatory clearances

3. Exclusivity Period: Include when seller agrees not to negotiate with other potential buyers for a specific period

4. Break Fee: Include when parties want to specify compensation if either party withdraws from negotiations

5. Interim Operations: Include when there's a need to specify how the business should be operated during negotiations

6. Financing Conditions: Include when the buyer's ability to complete the transaction is subject to obtaining financing

1. Key Assets Schedule: List of main assets included in the potential transaction

2. Preliminary Price Calculation: Basic framework for how the purchase price was/will be determined

3. Due Diligence Checklist: Initial list of documents and information required for due diligence

4. Timeline Schedule: Detailed timeline with specific dates for key milestones

5. Excluded Assets/Liabilities: List of any assets or liabilities specifically excluded from the potential transaction