The Personal Goodwill Purchase Agreement is utilized when an individual's personal relationships, reputation, and expertise are being transferred separately from corporate assets. This distinction is particularly important in U.S. tax law, as it can provide significant tax advantages for both buyer and seller. The agreement is commonly used in professional service businesses where individual practitioners have developed substantial client relationships and personal reputation. It includes detailed provisions for valuation, transfer mechanisms, non-compete arrangements, and transition services. This document type is especially relevant in situations where the goodwill is clearly attributable to an individual rather than the corporate entity.
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1. Parties: Identification of seller (individual) and buyer with complete legal details
2. Background/Recitals: Context of the transaction, nature of seller's personal goodwill, and purpose of the agreement
3. Definitions: Key terms including Personal Goodwill, Purchase Price, Closing Date, and Intellectual Property
4. Purchase and Sale: Core transaction terms, including what is being sold and purchase price
5. Representations and Warranties: Seller's assertions about ownership, authority, and nature of personal goodwill
6. Covenants: Ongoing obligations including non-compete and transition assistance
7. Closing Conditions: Requirements for transaction completion
8. Indemnification: Protection mechanisms for both parties
1. Transition Services: Terms for post-closing assistance when seller's continued involvement is needed
2. Employee Matters: Treatment of employees and related obligations when seller has employees who may transfer
3. Intellectual Property Assignment: Specific IP transfer provisions when significant IP is involved
4. Earn-out Provisions: Structure for contingent payments when part of purchase price is performance-based
1. Schedule A - Description of Personal Goodwill: Detailed listing of goodwill components being transferred
2. Schedule B - Purchase Price Allocation: Breakdown of purchase price for tax purposes
3. Schedule C - Excluded Assets: List of assets not included in the transaction
4. Exhibit A - Non-Competition Agreement: Detailed non-compete terms
5. Exhibit B - Bill of Sale: Form of transfer document
6. Exhibit C - Transition Services Agreement: Terms of post-closing support if applicable
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