1. Financing Contingency: Include when buyer's ability to complete the transaction is dependent on obtaining financing

2. Employee Matters: Include when there are specific agreements about retention of employees or management

3. Real Estate: Include when the business purchase involves significant real estate assets

4. Regulatory Approvals: Include when the transaction requires specific regulatory approvals

5. Break-up Fee: Include when parties want to specify compensation if the deal fails under certain circumstances

6. Non-Competition: Include when there are preliminary agreements about non-compete provisions

7. Intellectual Property: Include when IP assets are a significant part of the transaction

8. Environmental Matters: Include when the business involves environmental considerations or risks

1. Schedule A - Assets Description: Preliminary list of key assets included in the transaction

2. Schedule B - Excluded Assets: Preliminary list of assets specifically excluded from the transaction

3. Schedule C - Key Personnel: List of key employees or management team members relevant to the transaction

4. Schedule D - Required Consents: List of third-party consents required for the transaction

5. Schedule E - Purchase Price Structure: Detailed breakdown of the purchase price components and payment terms

6. Appendix 1 - Form of Confidentiality Agreement: If not previously executed, the form of confidentiality agreement to be signed

7. Appendix 2 - Due Diligence Checklist: Preliminary list of documents and information required for due diligence