EMC will have to pay Dell up to US$2.5 billion (A$3.44 billion) in termination fees if the data-storage company accepts a "superior proposal".
The company will have to pay about US$2 billion before the expiry of the 60-day 'go-shop' period, during which EMC can solicit other bids, and US$2.5 billion after the expiry on December 12.
EMC said Dell had secured financing of up to US$49.5 billion from banks to fund the roughly US$67 billion deal announced on Monday.
While IBM, Cisco, Oracle and Hewlett-Packard could be potential suitors for EMC, the chances of them challenging Dell with a rival offer are slim, people familiar with the matter told Reuters on Monday.
Dell's offer is structured in a way that will also give EMC shareholders a special stock that tracks the share price in cloud-based virtualisation software maker VMware, which is majority-owned by EMC.
Upon closure of the deal, EMC shareholders will own about 53 percent of VMware, Dell and its investors will have a 28 percent stake and existing shareholders will hold the rest.
VMware will remain a publicly traded company.
Analysts have said that Dell's plan to create a VMware tracking stock will likely hit the virtualisation software company's price as the size of the float increases.
EMC will also pay an additional US$2.5 billion if it enters into a deal with another company within 12 months of terminating the deal with Dell.
Dell - which has secured financing from banks including Credit Suisse, J.P. Morgan and Barclays - may have to pay EMC a termination fee totalling up to US$6 billion, EMC said in a regulatory filing.
Dell, through a holding company called Denali Holding, has also obtained up to $4.25 billion from Michael Dell and partners, including private equity firm Silver Lake, EMC said.
EMC shares were down 1.3 percent at US$27.97 in morning trading on the New York Stock Exchange, while VMware shares were down 3.6 percent at US$69.66.