1. Exclusivity Period: Used when parties want to establish a period of exclusive negotiations

2. Break Fee: Include when there's agreement on compensation if either party withdraws from negotiations

3. Due Diligence Access: When preliminary agreement on access to information and documents is needed

4. Regulatory Requirements: Include when the transfer may require regulatory approvals

5. Costs and Expenses: Used when parties want to clarify who bears the costs of the preliminary process

6. Governing Law: Include when dealing with international parties or complex jurisdictional issues

1. Asset Schedule: Preliminary list of assets or items included in the proposed transfer

2. Timeline Schedule: Detailed breakdown of proposed dates and milestones

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

4. Required Approvals: List of necessary third-party or regulatory approvals

5. Key Personnel: List of key personnel involved in the transfer process from both parties