1. Exclusivity: Used when parties want to establish an exclusive negotiation period

2. Due Diligence: Include when there's a need to outline the scope and process of due diligence investigations

3. Cost Allocation: Added when parties need to specify who bears the costs of negotiations and due diligence

4. Governing Law: Include when dealing with interstate or international parties to specify applicable law

5. Break Fee: Used when parties want to include provisions for compensation if negotiations are terminated

6. Intellectual Property Protection: Include when discussions may involve sharing of IP or trade secrets

1. Term Sheet: High-level summary of key business and financial terms being proposed

2. Due Diligence Checklist: List of documents and information required for due diligence

3. Timeline Schedule: Detailed breakdown of proposed milestones and deadlines

4. Contact List: Key contacts from both parties involved in the negotiation process