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

2. Employee Matters: Include when employees are being transferred as part of the goodwill

3. Intellectual Property Assignment: Required when specific IP rights are being transferred

4. Third Party Consents: Include when certain transfers require consent from third parties

5. Foreign Exchange Provisions: Required when transaction involves international parties or foreign currency

6. Dispute Resolution: Alternative dispute resolution procedures if preferred over court jurisdiction

7. Post-Completion Obligations: Specific requirements for transition period after completion

8. Force Majeure: Include when specific protection against unforeseen events is required

1. Schedule 1: Description of Business and Goodwill: Detailed description of the business and goodwill components being transferred

2. Schedule 2: Excluded Assets: List of assets specifically excluded from the sale

3. Schedule 3: Intellectual Property Rights: Comprehensive list of trademarks, trade names, and other IP included in sale

4. Schedule 4: Customer and Supplier Contracts: List of key business relationships included in goodwill

5. Schedule 5: Completion Obligations: Detailed list of actions required at completion

6. Schedule 6: Warranties: Detailed warranties given by the seller

7. Appendix A: Form of Transfer Instruments: Template documents for transferring specific assets

8. Appendix B: Required Consents: List of third-party consents required for completion