1. Employee Provisions: Required when employees are being transferred with the business, addressing TUPE regulations and employee consultations

2. Intellectual Property: Required when significant IP assets are included in the sale

3. Data Protection: Required when personal data is being transferred as part of the business

4. Property: Required when real estate is included in the sale

5. Non-Competition: Optional restrictions on the seller's future business activities

6. Tax Covenant: Required for share sales or when specific tax risks need to be addressed

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

8. Break Fee: Optional clause specifying compensation if either party withdraws from the transaction

9. Third Party Consents: Required when specific third party approvals are needed for the transfer

1. Schedule 1 - Business Assets: Detailed list of all assets included in the sale

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

3. Schedule 3 - Employees: List of employees and their key employment terms

4. Schedule 4 - Properties: Details of any real estate included in the sale

5. Schedule 5 - Intellectual Property: List of all IP rights included in the sale

6. Schedule 6 - Material Contracts: Key contracts being transferred

7. Schedule 7 - Completion Deliverables: List of all documents and items to be delivered at completion

8. Schedule 8 - Warranties: Detailed business warranties

9. Schedule 9 - Disclosed Information: List of information disclosed against the warranties

10. Appendix A - Form of Transfer Documents: Templates for documents required to effect the transfer