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1. Exclusivity: Used when parties agree not to negotiate with other parties during the negotiation period

2. Break Fee: Include when parties agree on compensation if one party withdraws from negotiations under specific circumstances

3. Intellectual Property Rights: Include when negotiations involve sharing of IP or creation of new IP during the negotiation process

4. Due Diligence Process: Include when the pre-contract agreement covers the terms of a due diligence investigation

5. Press Releases and Announcements: Include when there's a need to control public communications about the negotiations

6. Non-Solicitation: Include when parties want to prevent hiring of each other's employees during negotiations

7. Term Sheet Summary: Include when parties want to document preliminary agreed commercial terms, while maintaining their non-binding nature

1. Schedule 1 - Negotiation Timeline: Detailed timeline of the negotiation process and key milestones

2. Schedule 2 - Authorized Representatives: List of individuals authorized to conduct negotiations on behalf of each party

3. Schedule 3 - Confidential Information: Definition and categories of information deemed confidential

4. Appendix A - Term Sheet: Initial non-binding commercial terms agreed between the parties

5. Appendix B - Due Diligence Requirements: If applicable, list of documents and information required for due diligence

6. Appendix C - Form of NDA: If separate from main agreement, form of confidentiality agreement to be signed by involved parties