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1. Costs and Expenses: Allocation of costs incurred during the negotiation period - include when significant due diligence or preliminary work is required

2. Good Faith Obligation: Commitment to negotiate in good faith - include when parties want to emphasize their serious intention

3. Break Fee: Penalties for withdrawing from negotiations - include in high-value transactions or where significant preliminary investments are made

4. Due Diligence: Framework for information sharing and due diligence process - include when extensive preliminary investigation is needed

5. Regulatory Approvals: Required governmental or regulatory approvals - include when transaction requires specific regulatory clearance

6. Intellectual Property Protection: Protection of IP during negotiations - include when sensitive technical or proprietary information will be shared

7. Public Announcements: Protocol for making public statements - include for high-profile deals or where public companies are involved

1. Term Sheet: Detailed outline of the key commercial terms intended for the final agreement

2. Timeline Schedule: Detailed timeline of key milestones and deadlines

3. Due Diligence Requirements: List of required documents and information for due diligence

4. Authorized Representatives: List of designated representatives from each party authorized to conduct negotiations