1. Tax Provisions: Specific provisions regarding tax implications and responsibilities, used when there are significant tax considerations

2. Transitional Provisions: Arrangements for transitioning IP ownership and ongoing obligations, used when the IP is actively in use

3. Third Party Consents: Requirements for obtaining third party approvals, used when the IP is subject to licenses or other agreements

4. Employee and Contractor Rights: Provisions dealing with employee or contractor rights in the IP, used when IP was created by employees/contractors

5. Earn-out Provisions: Structure for additional payments based on future performance, used when part of the purchase price is contingent

6. Competition Restrictions: Non-compete and similar restrictions, used when protecting the value of the transferred IP

7. Indemnification: Specific indemnities beyond standard warranties, used for known risks or specific concerns

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

2. Schedule 2 - Existing Licenses and Agreements: List of all existing licenses, agreements, or encumbrances affecting the IP

3. Schedule 3 - Transfer Documents: Forms and documents required for recording the IP transfer with relevant authorities

4. Schedule 4 - Registered Rights: Details of all registered IP rights including patents, trademarks, and designs

5. Schedule 5 - Unregistered Rights: Details of unregistered IP rights including copyright works and trade secrets

6. Schedule 6 - Payment Schedule: Detailed payment terms and schedule if payment is to be made in installments

7. Appendix A - Due Diligence Results: Summary of IP due diligence findings and any identified issues