Personal Goodwill Purchase Agreement for the United States

Personal Goodwill Purchase Agreement Template for United States

A Personal Goodwill Purchase Agreement is a legal document used in the United States to facilitate the transfer of an individual's personal goodwill, separate from any corporate goodwill. This agreement outlines the terms and conditions for selling personal relationships, reputation, and expertise that are specifically attributable to an individual rather than a business entity. The document includes provisions for purchase price, payment terms, representations and warranties, and typically includes non-compete and transition service arrangements.

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What is a Personal Goodwill Purchase Agreement?

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.

What sections should be included in a Personal Goodwill Purchase Agreement?

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

What sections are optional to include in a Personal Goodwill Purchase Agreement?

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

What schedules should be included in a Personal Goodwill Purchase Agreement?

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

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

United States

Publisher

Genie AI

Document Type

Purchase Agreement

Cost

Free to use
Relevant legal definitions
Clauses
Industries

Internal Revenue Code Section 197: Federal tax legislation governing the amortization of intangible assets, including goodwill, over a 15-year period

Internal Revenue Code Section 1060: Regulations regarding allocation of purchase price in asset acquisitions, including treatment of goodwill and going concern value

Internal Revenue Code Section 1221: Defines capital assets and their treatment for tax purposes, relevant for characterizing goodwill as a capital asset

Internal Revenue Code Section 1231: Governs the treatment of gains and losses from sale of business assets, including personal goodwill

State Corporate Laws: State-specific regulations governing business entities, transfers, and corporate transactions

State Contract Laws: State-specific requirements for valid contract formation, enforcement, and interpretation

Employment Non-Compete Regulations: State-specific laws governing the enforceability and limitations of non-compete agreements

Securities Act of 1933: Federal law governing securities transactions, potentially applicable if the transaction involves security interests

Martin Ice Cream Co. v. Commissioner: Landmark case law establishing precedent for separation of personal goodwill from corporate assets

Norwalk v. Commissioner: Key case law regarding tax treatment of personal goodwill in business sales

Sherman Antitrust Act: Federal antitrust law ensuring transaction does not create illegal monopolies or restrict trade

Clayton Act: Federal law supplementing antitrust regulations and protecting against anti-competitive practices

Federal Trademark Laws: Legislation protecting trademarks and brand elements that may be part of personal goodwill

Trade Secret Laws: State and federal protections for confidential business information and know-how

ERISA Regulations: Federal law governing employee benefits and retirement plans that may be affected by the transaction

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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