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1. Parties: Identification of the seller (individual whose personal goodwill is being sold) and the buyer
2. Background: Context of the transaction, including the seller's business history and nature of personal goodwill
3. Definitions: Key terms used throughout the agreement, including detailed definition of personal goodwill
4. Sale and Purchase of Personal Goodwill: Core transaction terms and detailed description of what constitutes the personal goodwill being purchased
5. Purchase Price and Payment: Purchase price, payment structure, and any adjustments or earnout provisions
6. Closing: Closing date, conditions precedent, and closing deliverables
7. Seller's Representations and Warranties: Warranties regarding ownership, authority, no encumbrances, and accuracy of information
8. Buyer's Representations and Warranties: Warranties regarding authority, financial capacity, and due diligence
9. Tax Matters: Tax treatment of the transaction and allocation of tax responsibilities
10. Non-Competition and Non-Solicitation: Restrictions on seller's future activities to protect the purchased goodwill
11. Confidentiality: Protection of confidential information related to the personal goodwill
12. Indemnification: Mutual indemnification provisions for breaches of representations and warranties
13. General Provisions: Standard boilerplate clauses including governing law, notices, amendment, assignment, etc.
1. Transition Services: Used when the seller will provide transition assistance to maintain goodwill value
2. Consulting Arrangement: Include when the seller will continue to provide services post-closing
3. Intellectual Property Rights: Required when personal goodwill includes specific IP elements
4. Customer Contracts Assignment: Necessary when specific customer relationships need to be transferred
5. Third Party Consents: Include when certain relationships or contracts require third party approval
6. Earn-out Provisions: Used when part of the purchase price is contingent on future performance
7. Employee Matters: Required when key employees are part of the personal goodwill value
1. Schedule A - Description of Personal Goodwill: Detailed inventory of personal goodwill components being transferred
2. Schedule B - Purchase Price Allocation: Breakdown of how the purchase price is allocated for tax purposes
3. Schedule C - Key Business Relationships: List of important client, vendor, and business relationships included in goodwill
4. Schedule D - Excluded Assets and Relationships: Clear listing of what is not included in the personal goodwill purchase
5. Schedule E - Required Consents: List of third-party consents needed for transfer
6. Appendix 1 - Closing Deliverables: Checklist of all documents and items to be delivered at closing
7. Appendix 2 - Form of Transition Services Agreement: Template agreement for post-closing transition services if applicable
Personal Goodwill
Seller
Buyer
Business
Closing
Closing Date
Completion
Confidential Information
Customer Relationships
Purchase Price
Effective Date
Encumbrance
Goodwill Assets
Identity Card
Intellectual Property Rights
Key Customers
Material Adverse Effect
Non-Competition Period
Personal Contracts
Professional Services
Purchase Price Allocation
Restricted Business
Restricted Period
Seller Knowledge
Territory
Trade Secrets
Transaction
Transfer Date
Transition Period
Warranties
Working Day
Professional Reputation
Customer Database
Business Records
Completion Date
Consideration
Due Diligence
Earnout Period
Excluded Assets
Governing Law
Implementation Date
Industry Knowledge
Malaysian Ringgit
Material Contracts
Non-Compete Territory
Payment Date
Professional Expertise
Reference Date
Signing Date
Taxation
Transfer Documents
Purchase Price
Payment Terms
Conditions Precedent
Closing Conditions
Representations and Warranties
Non-Competition
Non-Solicitation
Confidentiality
Intellectual Property
Customer Relationships
Transition Services
Tax Matters
Indemnification
Assignment
Force Majeure
Governing Law
Dispute Resolution
Notices
Amendment
Severability
Entire Agreement
Further Assurance
Third Party Rights
Costs and Expenses
Termination
Post-Closing Obligations
Compliance with Laws
Due Diligence
Earnout Provisions
Employees and Contractors
Business Records
Professional Certifications
Customer Contracts
Asset Transfer
Restrictive Covenants
Professional Services
Healthcare
Legal Services
Accounting and Financial Services
Management Consulting
Information Technology
Real Estate
Architecture and Design
Engineering Services
Medical Practices
Dental Practices
Business Advisory
Marketing and Advertising
Financial Advisory
Legal
Finance
Tax
Compliance
Mergers & Acquisitions
Business Development
Corporate Development
Risk Management
Human Resources
Operations
Business Owner
Managing Director
Chief Executive Officer
Professional Services Partner
Medical Practitioner
Legal Partner
Corporate Lawyer
Tax Advisor
Business Valuator
Mergers & Acquisitions Director
Chief Financial Officer
Business Development Director
Professional Practice Manager
Compliance Officer
Financial Controller
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