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

2. Employee Matters: Include when transfer of employees is relevant to the goodwill purchase

3. Intellectual Property: Detailed IP provisions when significant IP assets are part of the goodwill

4. Third Party Consents: Required when assignments or transfers need third party approval

5. Transitional Services: Include when vendor will provide ongoing support post-completion

6. Security Provisions: Used when payment terms include deferred consideration

7. Tax Indemnities: Specific tax provisions beyond GST when complex tax implications exist

8. International Provisions: Include for cross-border goodwill purchases

1. Schedule 1 - Description of Goodwill: Detailed description of goodwill components being purchased

2. Schedule 2 - Purchase Price Calculation: Detailed breakdown of purchase price and payment terms

3. Schedule 3 - Completion Obligations: Checklist of items required for completion

4. Schedule 4 - Excluded Assets: List of business assets specifically excluded from the sale

5. Schedule 5 - Vendor Warranties: Comprehensive list of vendor warranties

6. Schedule 6 - Restricted Activities: Details of non-compete and non-solicitation restrictions

7. Appendix A - Valuation Report: Independent valuation of goodwill (if applicable)

8. Appendix B - Transfer Documents: Forms and documents required for transfer of specific assets