1. Earn-out Provisions: Used when part of the purchase price is contingent on future performance

2. Employee Matters: Required when specific arrangements for key employees or employee transfers are needed

3. Non-competition: Include when restrictions on seller's future competitive activities are required

4. Tax Covenant: Detailed tax provisions when specific tax risks need to be addressed

5. Regulatory Approvals: Required for transactions needing specific regulatory clearances

6. Transitional Services: Include when the seller will provide services to the target company post-completion

7. Break Fee: Used in larger transactions where compensation for failed completion is required

8. Material Adverse Change: Include for protection against significant negative changes before completion

1. Share Details: Detailed description of the shares being sold

2. Company Information: Key details about the target company including corporate information

3. Properties: List and details of company real estate and lease agreements

4. Material Contracts: List and summary of important commercial contracts

5. Intellectual Property: Schedule of IP rights owned or licensed by the company

6. Employees: List of employees and their key employment terms

7. Completion Deliverables: List of documents and actions required at completion

8. Warranties: Detailed warranties about the company and its business

9. Data Room Index: Index of documents disclosed during due diligence

10. Permitted Leakage: List of permitted value transfers in locked box transactions