A Sale Of Personal Goodwill Agreement is utilized when an individual wishes to transfer their personal goodwill - the intangible assets associated with their individual reputation, relationships, and expertise - to another entity. This document is particularly relevant in the United States where the distinction between personal and corporate goodwill has significant tax implications, as established in landmark cases like Martin Ice Cream Co. v. Commissioner. The agreement typically includes detailed provisions for valuation, payment terms, non-compete obligations, and transition arrangements. It's commonly used in professional service firm acquisitions, medical practice sales, and other situations where individual reputation and relationships are central to business value.
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1. Parties: Identification of seller (individual with personal goodwill) and buyer
2. Background/Recitals: Context of the transaction, nature of personal goodwill being sold, and relationship to any business
3. Definitions: Key terms including Personal Goodwill, Business Relationships, Intellectual Property, etc.
4. Sale and Purchase: Core transaction terms, including what is being sold and purchase price
5. Payment Terms: Structure and timing of payments, including any earn-outs or installments
6. Representations and Warranties: Seller's assertions about ownership and nature of personal goodwill
7. Covenants: Ongoing obligations including transition assistance and non-competition
1. Consulting Services: Terms for post-sale consulting services by seller if buyer requires seller's continued involvement
2. Earn-out Provisions: Performance-based additional payments when part of purchase price is contingent on future performance
3. Tax Matters: Specific tax treatment agreements when parties want to specify intended tax treatment
1. Schedule A - Description of Personal Goodwill: Detailed listing of relationships, reputation, and other elements of personal goodwill
2. Schedule B - Valuation Report: Independent valuation of personal goodwill being transferred
3. Schedule C - Customer/Client List: List of key relationships included in personal goodwill
4. Schedule D - Payment Schedule: Detailed payment terms if involving installments or earn-outs
5. Exhibit A - Non-Competition Agreement: Detailed terms of non-compete obligations
Relevant legal definitions
Personal Goodwill
Business Relationships
Seller
Buyer
Purchase Price
Closing Date
Effective Date
Transition Period
Client List
Intellectual Property Rights
Confidential Information
Non-Compete Period
Territory
Business Day
Earnout Period
Material Adverse Effect
Professional Services
Transfer Documents
Representations and Warranties
Valuation Report
Customer Contracts
Restricted Business
Key Personnel
Business Assets
Professional Licenses
Transition Services
Goodwill Assets
Purchase Price Allocation
Tax Treatment
Governing Law
Business Relationships
Seller
Buyer
Purchase Price
Closing Date
Effective Date
Transition Period
Client List
Intellectual Property Rights
Confidential Information
Non-Compete Period
Territory
Business Day
Earnout Period
Material Adverse Effect
Professional Services
Transfer Documents
Representations and Warranties
Valuation Report
Customer Contracts
Restricted Business
Key Personnel
Business Assets
Professional Licenses
Transition Services
Goodwill Assets
Purchase Price Allocation
Tax Treatment
Governing Law
Clauses
Sale and Purchase
Purchase Price
Payment Terms
Representations and Warranties
Non-Competition
Non-Solicitation
Confidentiality
Transfer of Rights
Transition Services
Tax Matters
Indemnification
Governing Law
Dispute Resolution
Assignment
Force Majeure
Termination
Remedies
Notices
Entire Agreement
Amendment and Waiver
Severability
Further Assurances
Survival
Earnout Provisions
Client Transition
Intellectual Property Rights
Compliance with Laws
Third Party Rights
Purchase Price
Payment Terms
Representations and Warranties
Non-Competition
Non-Solicitation
Confidentiality
Transfer of Rights
Transition Services
Tax Matters
Indemnification
Governing Law
Dispute Resolution
Assignment
Force Majeure
Termination
Remedies
Notices
Entire Agreement
Amendment and Waiver
Severability
Further Assurances
Survival
Earnout Provisions
Client Transition
Intellectual Property Rights
Compliance with Laws
Third Party Rights
Relevant Industries
Relevant Teams
Relevant Roles
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