tiktok���˰�

1. Employee Matters: Used when employees are being transferred as part of the goodwill purchase

2. Transitional Services: Include when seller will provide temporary support post-completion

3. Intellectual Property Assignment: Detailed IP transfer provisions when significant IP assets are involved

4. Earn-out Provisions: Include when part of purchase price is contingent on future performance

5. Tax Indemnities: Specific tax-related warranties and indemnities for complex transactions

6. Property Assignments: When lease or property rights transfer is part of goodwill

7. Consultancy Agreement: When seller will continue as consultant post-completion

8. Data Protection: Detailed provisions when significant customer data is being transferred

1. Schedule 1 - Business Assets: Detailed list of tangible and intangible assets included in sale

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

3. Schedule 3 - Calculation of Purchase Price: Detailed breakdown and calculation of goodwill value

4. Schedule 4 - Completion Deliverables: List of documents and items to be delivered at completion

5. Schedule 5 - Warranties: Detailed warranties given by the seller

6. Schedule 6 - Intellectual Property Rights: List of all IP rights included in the transfer

7. Schedule 7 - Customer Contracts: List of key customer relationships being transferred

8. Schedule 8 - Employee Information: Details of any employees being transferred

9. Appendix A - Form of Transfer Notices: Template notices for informing third parties of the transfer

10. Appendix B - Completion Statement Format: Template for the completion financial statement