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1. Break Fee: Include when there's a need to specify compensation if one party withdraws from negotiations

2. Intellectual Property Protection: Include when significant IP will be disclosed during negotiations

3. Regulatory Compliance: Include when the proposed transaction requires specific regulatory approvals or notifications

4. Due Diligence Process: Include when detailed due diligence procedures need to be outlined

5. Non-Competition: Include when parties need protection against competitive activities during negotiations

6. Binding/Non-Binding Provisions: Include when certain provisions need to be specifically identified as binding or non-binding

7. Warranties: Include when specific representations about authority to negotiate or status of assets are required

1. Schedule 1 - Timeline: Proposed timeline for negotiations and key milestones

2. Schedule 2 - Authorized Representatives: List of authorized representatives from each party who will conduct negotiations

3. Schedule 3 - Confidential Information: Specific details of what constitutes confidential information

4. Schedule 4 - Due Diligence Requirements: List of documents and information required for due diligence

5. Appendix A - Form of Non-Disclosure Agreement: Template NDA if separate confidentiality agreements are required

6. Appendix B - Term Sheet: Initial terms and conditions proposed for the final agreement