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1. Third Party Consents: Required when IP assets are subject to third party rights or licenses

2. Employee and Contractor Obligations: Needed when IP assets involve rights created by employees or contractors

3. Transitional Services: Include when the seller needs to provide support services post-completion

4. License Back Provisions: Required when seller needs to retain certain rights to use the IP assets

5. International Rights: Include for IP assets with international registrations or protection

6. Security Interest Provisions: Needed when purchase price is paid in installments or subject to security

7. Non-Competition Provisions: Include when restricting seller's future activities in relation to the IP

8. Earn-out Provisions: Include when purchase price includes performance-based payments

1. Schedule 1 - IP Asset Register: Detailed list and description of all IP assets being transferred

2. Schedule 2 - Existing Licenses: List of all existing licenses, rights and encumbrances affecting the IP assets

3. Schedule 3 - Assignment Documents: Forms of assignment documents for each type of IP asset

4. Schedule 4 - Completion Obligations: Detailed list of actions required at completion

5. Schedule 5 - Disclosed Materials: List of documents and information disclosed during due diligence

6. Appendix A - Registration Certificates: Copies of all IP registration certificates

7. Appendix B - Form of Confirmatory Assignment: Template for any post-completion confirmatory assignments required

8. Appendix C - Transfer Forms: Official IP office forms required for recording the transfer