1. Intellectual Property Rights: Required when the sale involves any IP rights, detailing their transfer or licensing

2. Due Diligence: Include when the buyer needs to conduct investigations before completion

3. Conditions Precedent: Include when completion is subject to certain conditions being met

4. Post-Completion Obligations: Required when either party has ongoing obligations after completion

5. Non-Competition: Include when the seller needs to be restricted from competing post-sale

6. Tax Provisions: Required when there are specific tax implications that need to be addressed

7. Force Majeure: Include when specific events beyond parties' control need to be addressed

8. Assignment: Include when transfer rights need to be specifically addressed

9. Dispute Resolution: Include when specific dispute resolution procedures (beyond court jurisdiction) are required

10. Break Fee: Include when compensation for failed completion needs to be specified

1. Asset Schedule: Detailed description of all assets being sold

2. Price Calculation: Detailed breakdown of the purchase price if complex

3. Form of Transfer Documents: Templates of any required transfer documentation

4. Excluded Assets: List of specific assets excluded from the sale

5. Completion Checklist: List of actions and documents required for completion

6. Warranties: Detailed warranties beyond the basic warranties in the main agreement

7. Encumbrances: List of any existing encumbrances on the assets

8. Required Consents: List of third-party consents required for the sale