1. Intellectual Property Assignment: Detailed provisions for transfer of specific IP rights when included in goodwill

2. Employee Matters: Provisions regarding key employees when their relationships are part of the goodwill

3. Transitional Services: Terms for temporary support services provided by seller post-completion

4. Third Party Consents: Requirements for obtaining necessary third-party approvals

5. Earn-out Provisions: Structure for additional payments based on future performance

6. Customer and Supplier Relationships: Specific provisions for handling business relationships

7. Data Protection: Additional provisions when customer data is part of transferred goodwill

1. Schedule A - Description of Goodwill: Detailed inventory of all goodwill components being transferred

2. Schedule B - Calculation of Purchase Price: Breakdown of valuation methodology and calculations

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

4. Schedule D - Excluded Assets: List of items specifically excluded from the sale

5. Schedule E - Key Contracts: List of important contracts related to the goodwill

6. Appendix 1 - Form of Transfer Documents: Templates for various transfer documents required

7. Appendix 2 - Tax Elections: Forms and details for tax elections if applicable