1. Break Fee: Include when parties agree on compensation if either party withdraws from negotiations

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

3. Financing Condition: Include when purchase is subject to buyer obtaining financing

4. Employee Matters: Include when the sale involves transfer of employees

5. Intellectual Property: Include when IP assets are part of the transaction

6. Tax Matters: Include when specific tax arrangements or implications need to be addressed

7. Environmental Matters: Include when environmental due diligence or liabilities are relevant

8. Real Estate Provisions: Include when real property is involved in the transaction

1. Asset Schedule: Detailed list and description of assets included in the sale

2. Due Diligence Checklist: List of documents and information to be reviewed

3. Timeline: Detailed timeline for completion of due diligence and definitive agreement

4. Form of Definitive Agreement: Draft or outline of the final agreement structure

5. Disclosure Schedule: Known issues or exceptions to representations

6. Required Consents: List of third-party or regulatory approvals needed

7. Price Calculation: Detailed methodology for price adjustments if applicable