1. Exclusivity: Optional clause requesting exclusive negotiations for a specified period, used when parties want to ensure no parallel negotiations with other parties

2. Costs and Expenses: Statement about who bears the costs of negotiations and due diligence, included when significant preliminary expenses are expected

3. Governing Law: Specification of applicable law and jurisdiction, included when parties are from different jurisdictions or for complex proposals

4. Break Fee: Provisions for compensation if one party withdraws, used in high-value transactions or where significant preliminary work is required

5. Interim Arrangements: Any temporary arrangements needed during the negotiation period, included when immediate action is required before final agreement

1. Term Sheet: High-level summary of key commercial terms being proposed

2. Timeline: Detailed proposed timeline for negotiations, due diligence, and completion

3. Initial Business Plan: Basic outline of proposed business operations or project implementation, if relevant

4. Corporate Information: Key corporate documents and information about the parties