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1. Third Party Consents: Required when the IP is subject to existing licenses or third-party rights that need to be addressed

2. Earn-out Provisions: Used when part of the purchase price is contingent on future performance or exploitation of the IP

3. Employee and Contractor Obligations: Relevant when there are existing employees or contractors involved in the development or maintenance of the IP

4. Transition Services: Required when the seller needs to provide ongoing support or training after the sale

5. Competition Restrictions: Non-compete and non-solicitation provisions, if relevant to protect the value of the IP

6. International Rights: Specific provisions for IP rights in other jurisdictions, if the IP is registered or protected internationally

7. Existing Licenses: Provisions dealing with existing licenses or permissions granted to third parties

8. Government Approvals: Required when the IP transfer needs specific governmental or regulatory approvals

1. Schedule 1 - Description of Intellectual Property: Detailed description of all IP being sold, including registration numbers, dates, and jurisdictions

2. Schedule 2 - Existing Licenses and Encumbrances: List of all existing licenses, permissions, and encumbrances affecting the IP

3. Schedule 3 - Completion Obligations: Detailed list of actions required to be taken at completion

4. Schedule 4 - Required Consents: List of all third-party consents required for the transfer

5. Schedule 5 - Registered Rights: Details of all registered IP rights including patents, trademarks, and designs

6. Schedule 6 - Unregistered Rights: Details of unregistered IP rights including copyright works and trade secrets

7. Appendix A - Form of Assignment Deed: Template deed of assignment for formal transfer of the IP rights

8. Appendix B - Technical Documentation: List and copies of all technical documentation being transferred