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The Personal Goodwill Purchase Agreement is essential when an individual professional or business owner wishes to monetize and transfer their personal goodwill - the intangible value attached to their individual reputation, relationships, and expertise - to another party. This document is particularly relevant in the Philippines where professional relationships and personal connections hold significant business value. The agreement must comply with Philippine civil law, tax regulations, and business practice requirements while clearly distinguishing personal goodwill from corporate goodwill. It typically includes comprehensive details about the nature of the personal goodwill being transferred, valuation methods, payment terms, transition arrangements, and any restrictions on the seller's future activities. This type of agreement is commonly used in professional practice acquisitions, business successions, and when key individuals exit from professional service firms.

1. Parties: Identifies the seller (individual whose personal goodwill is being sold) and the buyer, including complete legal names and addresses

2. Background: Explains the context of the transaction, including the seller's business history, expertise, and nature of the personal goodwill being transferred

3. Definitions: Defines key terms including 'Personal Goodwill', 'Closing Date', 'Purchase Price', and other relevant terms used throughout the agreement

4. Sale and Purchase of Personal Goodwill: Details the specific personal goodwill assets being sold and purchased, including customer relationships, know-how, and personal reputation

5. Purchase Price and Payment Terms: Specifies the purchase price, payment schedule, and any adjustments or earn-out provisions

6. Closing: Specifies the closing date, closing deliverables, and conditions precedent to closing

7. Representations and Warranties of Seller: Seller's assertions regarding ownership, authority to sell, and nature of the personal goodwill

8. Representations and Warranties of Buyer: Buyer's assertions regarding authority and capacity to purchase

9. Covenants: Ongoing obligations of both parties, including transition assistance and cooperation

10. Indemnification: Provisions for protecting each party against losses arising from breaches or misrepresentations

11. Tax Matters: Addresses tax implications and responsibilities related to the transfer

12. Governing Law and Jurisdiction: Specifies Philippine law as governing law and defines jurisdiction for dispute resolution