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1. Break Fee: Include when parties want to specify compensation if either party withdraws from negotiations under specific circumstances

2. Financing Contingency: Include when the buyer's ability to proceed is dependent on obtaining specific financing

3. Employee Matters: Include when there are specific considerations or agreements regarding key employees or employment matters

4. Real Estate: Include when the business includes significant real estate assets that require special consideration

5. Regulatory Approvals: Include when the transaction will require specific regulatory approvals

6. Intellectual Property: Include when IP assets are a significant part of the business value

1. Business Description Schedule: Detailed description of the business, its operations, and key assets

2. Price Calculation Appendix: Detail of how the purchase price was calculated and any adjustments

3. Due Diligence Checklist: Preliminary list of documents and information required for due diligence

4. Timeline Schedule: Detailed timeline with specific milestones and deadlines

5. Key Assets Schedule: List of major assets included in the proposed transaction

6. Excluded Assets Schedule: List of assets specifically excluded from the proposed transaction