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1. Intellectual Property Rights: Required when the sale involves assets with associated IP rights

2. Confidentiality: Needed when sensitive information will be exchanged during the transaction

3. Force Majeure: Optional clause for unforeseeable circumstances preventing performance

4. Assignment: Include when transfer of rights under the agreement needs to be restricted

5. Third Party Rights: Required when third parties have interests in the subject matter

6. Environmental Compliance: Necessary for sales involving property with environmental concerns

7. Employee Matters: Required when the sale involves transfer of employees

8. Tax Matters: Include when specific tax arrangements or obligations need to be addressed

9. Post-Closing Obligations: Required when parties have continuing obligations after closing

10. Dispute Resolution: Optional detailed procedures for resolving disputes, including mediation or arbitration

1. Schedule 1 - Asset Description: Detailed technical specifications or description of the subject matter

2. Schedule 2 - Purchase Price Calculation: Breakdown of the purchase price and payment milestones

3. Schedule 3 - Required Consents: List of third-party consents and regulatory approvals required

4. Schedule 4 - Encumbrances: List of existing liens, charges, or encumbrances on the subject matter

5. Schedule 5 - Due Diligence Reports: Summary or copies of relevant due diligence findings

6. Schedule 6 - Pending Litigation: Details of any ongoing legal proceedings affecting the subject matter

7. Appendix A - Form of Transfer Documents: Templates of documents required for transfer of title

8. Appendix B - Compliance Certificates: Copies of relevant regulatory or compliance certificates