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1. Earn-out Provisions: Used when part of the purchase price is contingent on future performance metrics

2. Employee Matters: Include when key employees are crucial to maintaining the goodwill being purchased

3. Intellectual Property Assignment: Required when specific IP rights are part of the goodwill transfer

4. Third Party Consents: Include when transfer of certain relationships or contracts requires third party approval

5. Post-Closing Covenants: Used when specific actions are required after closing to maintain goodwill value

6. Transition Services: Include when seller will provide temporary support services post-closing

1. Schedule A - Description of Goodwill Components: Detailed listing of all elements comprising the goodwill being transferred

2. Schedule B - Valuation Report: Third-party or agreed valuation of the goodwill components

3. Schedule C - Key Customer Relationships: List of significant customer relationships included in the goodwill

4. Schedule D - Excluded Assets: Clear identification of any business elements not included in the goodwill transfer

5. Schedule E - Payment Schedule: Detailed payment terms including any installments or earnout calculations

6. Appendix 1 - Form of Notice to Customers: Template for notifying customers about the change in business ownership

7. Appendix 2 - Transfer Documents: Forms and documents required for formal transfer of specific goodwill components