1. Employee Matters: Include when the business has significant employee base - outlines intended approach to existing employees

2. Regulatory Approvals: Include when the transaction may require regulatory approvals (e.g., OIO consent for foreign buyers)

3. Material Contracts: Include when there are key contracts requiring special treatment or third-party consents

4. Intellectual Property: Include when IP assets are a significant part of the business value

5. Break Fee: Include when parties want to specify compensation if either party terminates negotiations

6. Post-Completion Management: Include when seller's ongoing involvement is contemplated post-completion

7. Warranty and Indemnity Insurance: Include when W&I insurance is contemplated for the final transaction

1. Key Assets Schedule: List of main assets included in the proposed transaction

2. Indicative Timeline: Detailed timeline showing key dates and milestones

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

4. Excluded Assets/Liabilities: Clear list of any assets or liabilities specifically excluded from the proposed transaction

5. Required Consents: List of third-party or regulatory consents needed for the transaction