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1. Earn-out Provisions: Used when part of the purchase price is contingent on future performance or exploitation of the IP

2. Transitional Services: Include when the seller needs to provide support or knowledge transfer for a period after completion

3. Employee and Consultant Obligations: Required when IP creators or key personnel need to confirm assignment of rights or provide ongoing assistance

4. Grant-back License: Used when the seller requires continued limited use of the transferred IP

5. Competition Restrictions: Include when there's a need to restrict the seller's future activities to protect the purchased IP

6. Third Party Consents: Required when the IP transfer requires approval from third parties

7. Registration and Recordal: Include for registered IP rights requiring formal transfer at IP offices

1. Schedule 1 - Intellectual Property Rights: Detailed list and description of all IP being transferred, including registration numbers where applicable

2. Schedule 2 - Excluded Assets: List of any IP or associated rights specifically excluded from the transfer

3. Schedule 3 - Registered Rights: Details of all registered IP rights including patents, trademarks, and designs

4. Schedule 4 - Unregistered Rights: Inventory of unregistered IP including copyright works, know-how, and trade secrets

5. Schedule 5 - Encumbrances: List of any existing licenses, security interests or other encumbrances affecting the IP

6. Schedule 6 - Third Party Agreements: List of relevant third-party agreements related to the IP being transferred

7. Appendix A - Form of Assignment Deed: Template deed for formally assigning the IP rights

8. Appendix B - Transfer Documents: Forms and documents required for recording the transfer at relevant IP offices