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1. Exclusivity: Used when parties agree not to negotiate with other parties during the pre-contractual phase

2. Break Fee: Include when there's an agreement for compensation if one party withdraws from negotiations

3. Due Diligence: Required when preliminary investigations or due diligence processes are part of the pre-contractual phase

4. Intellectual Property Rights: Include when IP may be shared or created during the negotiation process

5. Non-Solicitation: Used to prevent parties from soliciting each other's employees or clients during negotiations

6. Good Faith Deposit: Include when a deposit is required to demonstrate commitment to negotiations

7. Regulatory Compliance: Required when the proposed transaction may require regulatory approvals

8. Press Releases and Announcements: Include when public communications about the negotiations need to be controlled

1. Schedule A - Timeline and Key Milestones: Detailed timeline for the negotiation process and key decision points

2. Schedule B - Confidential Information: Specific details of what constitutes confidential information

3. Schedule C - Authorized Representatives: List of authorized representatives from each party who will participate in negotiations

4. Schedule D - Term Sheet: Preliminary terms of the proposed final agreement

5. Schedule E - Due Diligence Requirements: List of required documents and information for due diligence

6. Appendix 1 - Communication Protocol: Procedures for communication between parties during negotiations

7. Appendix 2 - Cost Allocation: Detailed breakdown of how various costs will be allocated between parties