1. Employee Matters: Include when transfer affects employees or when key employees are crucial to goodwill value

2. Intellectual Property: Include when specific IP rights are associated with the goodwill

3. Post-Completion Obligations: Include when there are specific transitional arrangements or ongoing obligations

4. Earn-out Provisions: Include when part of purchase price is contingent on future performance

5. Due Diligence: Include when specific findings from due diligence need to be addressed

6. Third Party Consents: Include when transfer requires specific third party approvals

7. Dispute Resolution: Include when parties want specific arbitration or mediation procedures

1. Schedule 1: Description of Business: Detailed description of the business whose goodwill is being transferred

2. Schedule 2: Calculation of Purchase Price: Detailed breakdown of goodwill valuation

3. Schedule 3: Completion Requirements: List of documents and actions required at completion

4. Schedule 4: Warranties: Detailed list of seller's warranties

5. Schedule 5: Intellectual Property: List of transferred IP rights associated with goodwill

6. Schedule 6: Key Contracts: List of important contracts related to the goodwill

7. Appendix A: Form of Transfer Notice: Template for formal transfer notice

8. Appendix B: Non-Compete Terms: Detailed terms of non-compete restrictions