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1. Break Fee: Used when parties want to specify compensation if either party backs out without justified cause

2. Representations and Warranties: Include when preliminary confirmations about the subject matter are crucial for negotiations

3. Employee Matters: Required when the purchase involves business assets with existing employees

4. Regulatory Approvals: Include when the final purchase will require specific regulatory clearances

5. Intellectual Property: Necessary when the purchase involves IP rights or licenses

6. Environmental Matters: Include for purchases involving real estate or industrial assets

7. Force Majeure: Optional protection against unforeseen events during the preliminary period

8. Assignment: Include when either party may need to transfer rights under the agreement

1. Description Schedule: Detailed description of the subject matter of the purchase

2. Due Diligence Checklist: List of documents and information to be provided during due diligence

3. Timeline Schedule: Detailed timeline with specific dates and milestones

4. Price Calculation Schedule: Framework for determining the final purchase price

5. Required Consents: List of third-party or regulatory consents needed

6. Existing Encumbrances: List of any existing liens, encumbrances, or claims on the subject matter

7. Form of Final Agreement: Draft or outline of the proposed final purchase agreement