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1. Break Fee: Provisions for compensation if either party withdraws from negotiations under specified circumstances

2. Conditions Precedent: Key conditions that must be met before proceeding with the final joint venture agreement

3. Costs and Expenses: Agreement on how costs related to the negotiation and formation will be handled

4. Regulatory Approvals: Include when the joint venture may require specific regulatory clearances

5. Intellectual Property: Initial framework for IP ownership and licensing if IP is a significant aspect of the venture

6. Non-Solicitation: Provisions preventing parties from soliciting each other's employees or clients

7. Press Releases: Guidelines for public announcements about the proposed venture

8. Dispute Resolution: Include when parties want to specify a particular approach to resolving disputes during the negotiation phase

1. Initial Business Plan Overview: High-level summary of the proposed business plan and key objectives

2. Proposed Corporate Structure: Diagram or description of the intended corporate structure

3. Timeline and Key Milestones: Detailed schedule of proposed steps toward final agreement

4. Initial Capital Contributions: Preliminary list of assets, cash, or other resources to be contributed by each party

5. Key Personnel: List of key management positions and proposed appointments

6. Required Regulatory Approvals: List of necessary governmental or regulatory approvals needed