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1. Tax Provisions: Specific arrangements regarding tax liabilities and responsibilities - include when tax implications are significant

2. Intellectual Property Rights: Detailed provisions about transfer of associated IP rights - include when significant IP is involved

3. Employee Matters: Provisions regarding key employees and their relationships - include when employee relationships are crucial to goodwill

4. Dispute Resolution: Detailed arbitration or mediation procedures - include when parties prefer alternative dispute resolution

5. Force Majeure: Provisions for unforeseen circumstances - include when long-term obligations exist

6. Assignment Rights: Rights to assign the agreement - include when future transfer possibilities need to be addressed

1. Schedule 1 - Description of Business and Goodwill: Detailed description of the business and specific elements of goodwill being transferred

2. Schedule 2 - Valuation Report: Independent valuation of the goodwill (if applicable)

3. Schedule 3 - Customer Lists and Contracts: List of key customers, contracts, and business relationships included in the sale

4. Schedule 4 - Intellectual Property: List of trademarks, trade names, and other IP rights associated with the goodwill

5. Schedule 5 - Payment Schedule: Detailed payment terms and installment schedule if applicable

6. Appendix A - Due Diligence Report: Summary of due diligence findings regarding the goodwill being sold