1. Exclusivity: Terms preventing the seller from negotiating with other parties - include when exclusivity is required

2. Break Fee: Provisions for payment if either party terminates - include in larger transactions

3. Deposit Terms: Details of any deposit required - include if a deposit is part of the transaction

4. Management Arrangements: Proposed terms for retention of key management - include if management continuity is crucial

5. Regulatory Approvals: Overview of required regulatory approvals - include for regulated businesses or large transactions

6. Employee Matters: Key terms regarding employees - include if significant employee considerations exist

7. Interim Operating Covenants: Restrictions on seller's operation of the business - include for longer transaction timelines

1. Business Description Schedule: Detailed description of the business being purchased, including assets, operations, and locations

2. Price Calculation Schedule: Details of the proposed purchase price calculation and adjustments

3. Due Diligence Requirements: List of required due diligence materials and information

4. Key Assets Schedule: List of material assets included in the proposed transaction

5. Timeline Schedule: Detailed timeline with key dates and milestones

6. Required Consents: List of third-party and regulatory consents required for the transaction