1. Exclusivity: Used when parties agree not to negotiate with other parties during the pre-contract period

2. Break Fee: Include when there's an agreement for compensation if one party withdraws from negotiations

3. Intellectual Property: Required when significant IP will be disclosed during negotiations

4. Tax Provisions: Include for transactions with specific tax implications or structuring requirements

5. Regulatory Approvals: Necessary when the proposed transaction requires regulatory clearances

6. Parent Company Guarantee: Include when seeking financial assurance from a parent company

7. Conditions Precedent: Used when certain conditions must be met before proceeding to final agreement

1. Schedule 1 - Timetable: Detailed timeline for negotiations, due diligence, and completion of final agreement

2. Schedule 2 - Due Diligence Requirements: List of documents and information required for due diligence

3. Schedule 3 - Confidential Information: Specific definition and categories of confidential information

4. Schedule 4 - Authorized Representatives: List of authorized representatives from each party

5. Appendix A - Term Sheet: Key commercial terms agreed in principle for the final agreement

6. Appendix B - Form of NDA: Template or executed form of confidentiality agreement if separate from main agreement