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1. Earn-out Provisions: Details of any performance-based additional payments, used when part of the purchase price is contingent on future performance

2. Employee and Contractor Obligations: Required when IP was created by employees or contractors and additional assignments are needed

3. Third Party Consents: Used when the IP transfer requires consent from third parties

4. Transitional Services: Include when the seller needs to provide ongoing support or services post-completion

5. Non-Competition: Restrictions on seller's future activities, used when necessary to protect the purchased IP

6. Customer and Supplier Contracts: Required when IP-related contracts need to be assigned or novated

7. International Rights: Special provisions for IP rights in other jurisdictions, if applicable

8. Security Interest Provisions: Required when payment is deferred or security is required

1. Schedule 1 - Intellectual Property Rights: Detailed list and description of all IP being transferred, including registration numbers

2. Schedule 2 - Excluded Assets: List of any IP or related rights specifically excluded from the transfer

3. Schedule 3 - Completion Obligations: List of all documents and actions required at completion

4. Schedule 4 - Seller's Warranties: Detailed warranties relating to the IP and business

5. Schedule 5 - Existing Licenses: Details of any existing licenses, permissions or encumbrances affecting the IP

6. Appendix A - Assignment Documents: Form of IP assignment documents required for registration

7. Appendix B - Payment Mechanics: Detailed payment procedures and calculations if complex payment structures apply

8. Appendix C - Disclosure Letter: Seller's disclosures against the warranties