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1. Employee Matters: Required when the business has employees, covering treatment of employees upon transfer

2. Intellectual Property: Needed when the business has significant IP assets requiring special treatment

3. Lease Assignment: Required when the business operates from leased premises

4. Non-Competition: Optional restraint of trade provisions for the vendor

5. Third Party Consents: Required when specific third-party approvals are needed

6. Earn-out Provisions: Optional when part of purchase price is tied to future performance

7. International Trade: Required for businesses with international operations or compliance requirements

8. Environmental Matters: Required for businesses with environmental risks or compliance requirements

1. Schedule 1 - Business Assets: Detailed list of all assets included in the sale

2. Schedule 2 - Excluded Assets: List of assets specifically excluded from the sale

3. Schedule 3 - Lease Details: Details of any premises leases

4. Schedule 4 - Intellectual Property: List of all IP assets including registrations and applications

5. Schedule 5 - Material Contracts: List of important business contracts to be transferred

6. Schedule 6 - Employees: List of employees and their key employment terms

7. Schedule 7 - Purchase Price Calculation: Formula or mechanism for calculating the final purchase price

8. Schedule 8 - Warranties: Detailed warranties given by the vendor

9. Appendix A - Option Exercise Notice: Pro forma notice for exercising the option

10. Appendix B - Due Diligence Checklist: List of documents and information to be provided for due diligence