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1. Exclusivity: Used when seller agrees not to negotiate with other parties during the preliminary phase

2. Confidentiality: Used when not covered by a separate NDA, to protect confidential information exchanged

3. Break Fee: Used in larger transactions to specify fees payable if either party withdraws

4. Deposit: Used when an initial deposit is required to demonstrate commitment

5. Warranties: Used for basic warranties about capacity to contract and ownership

6. Force Majeure: Used when specific events might affect the preliminary agreement period

7. Assignment: Used when rights under the preliminary agreement might need to be assigned

1. Asset Schedule: Detailed description of assets to be purchased

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

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

4. Price Calculation: Details of how the purchase price will be calculated if complex

5. Required Approvals: List of regulatory or third-party approvals needed

6. Form of Definitive Agreement: Outline or key terms of the proposed final purchase agreement