1. Conditions Precedent: Include when there are specific conditions that must be met before proceeding with the final sale

2. Break Fee: Include when parties want to specify compensation if either party withdraws from negotiations

3. Costs and Expenses: Include when parties want to clarify who bears the costs of preparation and negotiation

4. Regulatory Approvals: Include when the transaction may require specific regulatory or governmental approvals

5. Asset Encumbrances: Include when there are existing liens, mortgages, or other encumbrances on the property

6. Binding Provisions: Include to specifically identify which provisions are binding (typically confidentiality, exclusivity, and governing law)

1. Property Description Schedule: Detailed description of the property or asset intended to be sold, including specifications, location, and condition

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

3. Timeline Schedule: Detailed timeline with specific milestones and deadlines

4. Pricing Structure: If the pricing is complex, detailed breakdown of the proposed purchase price and payment terms