1. Employee Matters: Include when the transaction involves transfer of employees

2. Regulatory Approvals: Include when transaction requires specific regulatory clearances

3. Real Estate: Include when real property assets are part of the transaction

4. Intellectual Property: Include when IP assets are significant part of the purchase

5. Environmental Matters: Include when environmental liabilities are a material concern

6. Tax Structure: Include when specific tax structuring is contemplated

7. Transition Services: Include when post-closing transition support is required

8. Break Fee: Include when parties want to specify termination penalties

9. Financing: Include when purchase is subject to financing conditions

1. Schedule 1 - Asset List: Preliminary list of major assets to be included in the transaction

2. Schedule 2 - Purchase Price Calculation: Overview of price components and adjustment mechanisms

3. Schedule 3 - Timeline: Detailed transaction timeline with key milestones and deadlines

4. Schedule 4 - Due Diligence Requirements: Key areas and documents required for due diligence

5. Appendix A - Form of Confidentiality Agreement: If not already executed, draft form of confidentiality agreement

6. Appendix B - Key Terms Definition: Detailed definitions of key commercial and legal terms