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1. Employee Matters: Include when the business has significant employees and their transfer is material to the transaction

2. Regulatory Approvals: Include when the transaction requires specific regulatory clearances

3. Financing: Include when the buyer needs to specify their financing arrangements or conditions

4. Break Fee: Include when parties want to specify fees payable if either party terminates negotiations

5. Asset Retention: Include when seller wishes to retain certain assets or liabilities

6. Transition Services: Include when post-closing assistance from seller will be required

7. Non-Compete: Include when buyer requires seller to agree to non-competition restrictions

1. Schedule A - Business Description: Detailed description of the business, including key assets, operations, and financial metrics

2. Schedule B - Key Assets: List of major assets included in the sale (equipment, inventory, intellectual property, etc.)

3. Schedule C - Excluded Assets: List of assets specifically excluded from the transaction

4. Schedule D - Key Employees: List of key employees and their roles, if relevant to the transaction

5. Schedule E - Required Consents: List of third-party or regulatory consents required for the transaction

6. Schedule F - Due Diligence Requirements: Detailed list of documents and information required for due diligence

7. Schedule G - Timeline: Detailed timeline with key milestones and deadlines