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1. Employee Matters: Terms regarding transfer or termination of employees - include if employees will be transferred to the purchaser

2. Intellectual Property: Transfer of trademarks, recipes, and other IP - include if significant IP assets exist

3. Franchise Provisions: Special provisions if the restaurant is part of a franchise system

4. Real Property: Provisions for transfer or assignment of lease - include if real property or lease transfer is involved

5. Non-Compete: Restrictions on seller's future restaurant operations - include if competitive restrictions are desired

6. Training: Seller's obligation to train purchaser - include if operational training is part of the deal

7. Outstanding Gift Certificates: Handling of existing gift certificates and loyalty programs - include if such programs exist

8. Environmental Matters: Environmental compliance and liability - include if property transfer is involved

1. Schedule A - Asset Inventory: Detailed list of all physical assets included in the sale

2. Schedule B - Equipment List: Detailed inventory of kitchen and restaurant equipment

3. Schedule C - Contracts and Agreements: List of assigned contracts, supplier agreements, and service contracts

4. Schedule D - Permits and Licenses: List of all current permits and licenses

5. Schedule E - Employee Information: List of employees, positions, and employment terms if relevant

6. Schedule F - Financial Statements: Recent financial statements and tax returns

7. Schedule G - Lease Documents: Copies of lease agreements if applicable

8. Schedule H - Intellectual Property: List of trademarks, trade names, recipes, and other IP

9. Appendix 1 - Form of Bill of Sale: Template for the formal transfer of assets

10. Appendix 2 - Closing Checklist: List of all required closing deliverables and actions