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

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

3. Employee and Contractor Obligations: Needed when IP was created by employees or contractors who need to confirm assignment

4. Transition Services: Used when seller needs to provide ongoing support for IP transfer

5. Competition Restrictions: Non-compete and non-solicitation provisions, if applicable

6. Security Provisions: When payment is deferred and security is required

7. Cross-License Provisions: When seller needs to retain certain rights to the IP

8. Foreign Rights: Special provisions for IP registered in multiple jurisdictions

1. Schedule 1 - Intellectual Property Rights: Detailed list and description of all IP being transferred

2. Schedule 2 - Registered IP: Details of all registrations and applications for the IP

3. Schedule 3 - Completion Obligations: List of documents and actions required at completion

4. Schedule 4 - Seller's Warranties: Detailed warranties regarding the IP and related matters

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

6. Schedule 6 - Existing Agreements: Details of any agreements affecting the IP

7. Appendix 1 - Form of Assignment: Template documents for formal IP assignment

8. Appendix 2 - Required Consents: List of required third-party consents

9. Appendix 3 - Transfer Documents: Forms for recording the IP transfer with relevant authorities