1. Earn-out Provisions: Used when part of the purchase price is contingent on future performance

2. Non-Competition and Non-Solicitation: Required when restricting seller's future business activities

3. Security for Claims: Include when purchase price is held in escrow or other security is provided

4. Employee Matters: Necessary when specific arrangements are needed for key employees

5. Intellectual Property Rights: Important when IP is a significant asset of the target company

6. Environmental Matters: Required for companies with significant environmental risks or obligations

7. Break Fee: Include when parties agree to compensation if the deal fails under specific circumstances

8. Foreign Investment Approval: Required when foreign investment approval is needed

9. Transitional Services: Include when seller will provide services post-completion

1. Details of the Company: Corporate information, share capital structure, and subsidiaries

2. Warranties: Detailed list of seller's warranties about the company and business

3. Disclosed Documents: List of due diligence documents and disclosure materials

4. Properties: Details of real property owned or leased by the company

5. Material Contracts: List and details of key business contracts

6. Intellectual Property: Schedule of IP rights owned or licensed by the company

7. Employee Information: Details of employees, employment terms, and benefits

8. Completion Requirements: Detailed list of documents and actions required at completion

9. Form of Resignation Letters: Template letters for retiring directors/officers

10. Working Capital Statement: Agreed form of working capital calculation

11. Permitted Leakage: List of permitted payments between signing and completion