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1. Non-Compete Clause: Restrictions on seller's future business activities - include when protecting market position is crucial

2. Intellectual Property: Specific provisions for transfer of IP rights - include when the business owns significant IP assets

3. Post-Closing Obligations: Ongoing obligations after closing - include when there are remaining responsibilities

4. Tax Matters: Specific tax arrangements and obligations - include when complex tax implications exist

5. Third Party Consents: Requirements for obtaining third party approvals - include when key contracts require consent for transfer

6. Transition Services: Temporary services provided by seller - include when complex handover is needed

7. Environmental Matters: Environmental compliance and liabilities - include for businesses with environmental impacts

8. Force Majeure: Provisions for unforeseen circumstances - include when long-term obligations exist

1. Schedule A - Business Assets: Detailed inventory of all tangible and intangible assets included in the sale

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

3. Schedule C - Contracts and Agreements: List of all business contracts being transferred

4. Schedule D - Employee Information: Details of all employees, their positions, and employment terms

5. Schedule E - Intellectual Property: List of all IP rights, registrations, and applications

6. Schedule F - Licenses and Permits: List of all business licenses and permits

7. Schedule G - Real Property: Details of any real estate included in the sale

8. Appendix 1 - Closing Checklist: List of all documents and actions required for closing