Settlement agreement: the document (contract) that attests to the agreement between the parties and obliges the parties, after negotiation, to respect the conditions agreed following the negotiation. As with contracts in general, the agreement does not always have to be proven by a letter, although a letter is preferable and sometimes necessary. The basic conditions of a contract in force include the offer, acceptance, consideration, contracting parties, legality of the object, etc. Local laws, including fraud status, may impose additional requirements. It is therefore essential, when designing a transaction agreement, to ensure that the conditions of a valid contract are met. In this article, our second of three guides on the design of transaction agreements, we focus on the terms and clauses that are absolutely necessary to be included in a transaction agreement.