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1. Employment Conditions: Required when earnout is linked to continued employment of sellers

2. Intellectual Property Protection: Needed when IP is critical to achieving earnout targets

3. Non-Competition and Non-Solicitation: Include when additional protection of business value is required

4. Tax Provisions: Specific tax arrangements and allocations between parties

5. Multiple Seller Provisions: Required when there are multiple sellers with different earnout arrangements

6. Security Arrangements: Include when security is provided for earnout payments

7. Change of Control Provisions: Needed when specific provisions apply in case of change of control

8. Regulatory Compliance: Required for regulated industries or when specific regulatory requirements apply

1. Schedule 1 - Earnout Calculations: Detailed formulas and examples of earnout calculations

2. Schedule 2 - Performance Metrics Definitions: Detailed definitions of all financial and operational metrics used

3. Schedule 3 - Accounting Principles: Specific accounting principles and policies to be applied

4. Schedule 4 - Form of Earnout Statement: Template for periodic earnout calculations and reporting

5. Schedule 5 - Excluded Events and Adjustments: List of events that require adjustments to calculations

6. Schedule 6 - Information Rights: Detailed procedures for information sharing and verification

7. Schedule 7 - Dispute Resolution Procedure: Detailed steps for resolving calculation disputes

8. Schedule 8 - Pro Forma Calculations: Example calculations showing how the earnout would work in different scenarios