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1. Break Fee: Applicable when parties agree to a fee payable if either party withdraws from negotiations under specific circumstances

2. Foreign Ownership Compliance: Required when the potential buyer includes foreign entities, addressing compliance with Philippine foreign ownership restrictions

3. Employee Matters: Included when preliminary agreements regarding key employees or general workforce are necessary

4. Regulatory Approvals: Required when the transaction may need specific regulatory clearances (e.g., competition authority approval)

5. Intellectual Property Protection: Important when the business has significant IP assets that require special protection during due diligence

6. Real Estate Matters: Necessary when the business includes significant real estate assets or lease arrangements

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

1. Schedule A - Business Description: Detailed description of the business, including its operations, assets, and market position

2. Schedule B - Preliminary Price Calculation: Framework or methodology for determining the final purchase price

3. Schedule C - Due Diligence Requirements: Detailed list of documents and information required for due diligence

4. Schedule D - Timeline: Proposed timeline for due diligence, negotiations, and target date for final agreement

5. Schedule E - Excluded Assets/Liabilities: Preliminary list of assets or liabilities that may be excluded from the transaction

6. Appendix 1 - Confidentiality Terms: Detailed confidentiality provisions and procedures for handling sensitive information

7. Appendix 2 - Required Regulatory Approvals: List of anticipated regulatory approvals and related requirements