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1. Transition Services: Include when the seller needs to provide support services post-closing to ensure smooth transfer of IP

2. Third Party Consents: Required when the IP transfer needs approval from third parties

3. Employee and Contractor Obligations: Include when dealing with IP created by employees or contractors who need to confirm assignments

4. Tax Matters: Detailed tax provisions when the transaction has significant tax implications

5. Security Interest: Include when payment is deferred and seller requires security

6. Non-Competition and Non-Solicitation: Add when restricting seller's future activities is necessary

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

8. Foreign Registration: Required when IP rights exist in multiple jurisdictions

1. Schedule A - Intellectual Property Assets: Detailed inventory of all IP being transferred, including registration numbers and jurisdictions

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

3. Schedule C - Existing Licenses and Agreements: List of all licenses, agreements, and encumbrances affecting the IP

4. Schedule D - Required Consents: List of third-party consents required for the transfer

5. Schedule E - Registered Rights: Details of all registered IP rights including patents, trademarks, and designs

6. Schedule F - Transfer Documents: Forms of assignment documents for each type of IP being transferred

7. Schedule G - Disclosure Schedule: Exceptions to representations and warranties

8. Appendix 1 - IP Assignment Forms: Standard forms for recording the IP transfer with various IP offices