1. Intellectual Property: Transfer of restaurant brand, recipes, and other IP (if applicable)

2. Lease Assignment: Terms for transferring existing lease if premises are rented

3. Non-Competition: Restrictions on seller's future restaurant operations in the area

4. Training and Transition: Seller's obligations to train buyer in restaurant operations

5. Bulk Sales Compliance: Specific provisions for compliance with bulk sales laws if applicable

6. Third-Party Consents: Process for obtaining required third-party approvals

7. Environmental Matters: Specific environmental compliance and liability provisions if significant concerns exist

8. Franchise Obligations: Required if the restaurant is a franchise location

1. Schedule A - Purchased Assets: Detailed inventory of all assets being transferred

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

3. Schedule C - Purchase Price Allocation: Breakdown of purchase price across different asset categories

4. Schedule D - Assumed Contracts: List of contracts being transferred to the buyer

5. Schedule E - Employees: List of current employees and their terms of employment

6. Schedule F - Permits and Licenses: Inventory of all permits and licenses related to the business

7. Schedule G - Equipment List: Detailed list of kitchen equipment and other fixed assets

8. Schedule H - Inventory: Current inventory of food, beverages, and supplies

9. Appendix 1 - Form of Bill of Sale: Template for the formal transfer of assets

10. Appendix 2 - Closing Checklist: List of all required closing documents and actions