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1. Parties: Identification and details of the seller and buyer
2. Background: Context and purpose of the sale agreement
3. Definitions: Key terms used throughout the agreement
4. Subject Matter of Sale: Detailed description of goods/property being sold
5. Purchase Price: Amount and payment terms
6. Delivery Terms: Timing and method of delivery
7. Transfer of Title: When and how ownership transfers
8. Representations and Warranties: Statements of fact and promises about the sale items
9. Governing Law: Jurisdiction and applicable laws
1. Conditions Precedent: Conditions that must be met before sale completion - used for complex transactions with multiple dependencies
2. Due Diligence: Buyer's right to inspect and verify - used for high-value or complex assets
3. Intellectual Property Rights: Transfer of associated IP rights - used when sale includes IP components
4. Post-Closing Obligations: Continuing duties after sale - used when ongoing responsibilities exist
1. Asset Schedule: Detailed listing of all items included in sale
2. Price Schedule: Breakdown of pricing components if complex
3. Due Diligence Checklist: List of required inspections and verifications
4. Transfer Documents: Forms required for legal transfer of ownership
5. Warranty Documents: Detailed warranty terms and conditions
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