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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 negotiations fail under specific circumstances

3. Intellectual Property Rights: Necessary when negotiations involve sharing of IP or creation of new IP

4. Due Diligence Process: Include when detailed due diligence investigations are contemplated

5. Binding and Non-binding Provisions: Used to clearly differentiate which provisions are legally binding

6. Regulatory Approvals: Include when the proposed transaction requires specific regulatory clearances

7. Force Majeure: Optional provisions for unforeseen circumstances affecting negotiations

8. Assignment: Include when rights to assign the agreement need to be addressed

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

2. Schedule 2 - Confidential Information: Specific list or categories of information deemed confidential

3. Schedule 3 - Authorized Representatives: List of authorized representatives for each party

4. Schedule 4 - Term Sheet: Key commercial terms under discussion for the main agreement

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

6. Appendix A - Form of NDA: Standard form of confidentiality agreement if separate from main document

7. Appendix B - Required Approvals: List of regulatory or other approvals needed for the main transaction