1. Exclusivity: Terms preventing parties from negotiating with others during the pre-agreement period - include when exclusive negotiations are required

2. Due Diligence: Framework for information sharing and verification - include when substantial due diligence is needed

3. Break Fee: Compensation payable if one party withdraws - include in high-value transactions

4. Intellectual Property Protection: Protection of IP rights during preliminary phase - include when IP is involved

5. Resource Allocation: Commitment of specific resources - include when significant resources are required during pre-agreement phase

6. Regulatory Compliance: Specific regulatory requirements - include when dealing with regulated industries

7. Dispute Resolution: Process for resolving disputes during pre-agreement period - include in complex arrangements

1. Schedule 1: Key Milestones: Timeline and key dates for the pre-agreement period and transition to final agreement

2. Schedule 2: Required Information: List of information and documents to be exchanged during the pre-agreement period

3. Schedule 3: Authorized Representatives: List of authorized representatives from each party

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

5. Appendix B: Due Diligence Checklist: Detailed list of required due diligence items and documentation