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1. Exclusivity: Used when parties agree not to negotiate with other parties for a specified period

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

3. Cost Sharing: Used when parties agree to share certain costs during the preliminary phase

4. Intellectual Property: Include when preliminary discussions involve sharing of IP or creation of new IP

5. Due Diligence Process: Used when setting out the framework for conducting due diligence

6. Regulatory Approvals: Include when proposed transaction may require regulatory notifications or approvals

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

1. Schedule 1 - Authorized Representatives: List of authorized representatives from each party who will conduct negotiations

2. Schedule 2 - Scope of Proposed Transaction: Detailed description of the proposed transaction or collaboration

3. Schedule 3 - Timetable: Proposed timeline for negotiations and key milestones

4. Schedule 4 - Confidential Information: Detailed description or categories of information deemed confidential

5. Schedule 5 - Pre-Approved Third Party Disclosures: List of advisors or third parties to whom disclosure is pre-approved

6. Appendix A - Form of NDA: Standard form of confidentiality agreement for additional parties if needed