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1. Employee Matters: Required when employees are affected by the transfer or when key employees are crucial to maintaining goodwill

2. Intellectual Property: Needed when specific IP rights are associated with the goodwill being transferred

3. Tax Matters: Required when specific tax arrangements or indemnities need to be addressed

4. Assignment: Include when transfer rights need to be specifically restricted or permitted

5. Dispute Resolution: Optional detailed dispute resolution procedures beyond basic jurisdiction clause

6. Post-Completion Adjustments: Include when the purchase price may be adjusted based on post-completion events or calculations

7. Third Party Rights: Required when third party rights need to be addressed or excluded

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

2. Schedule 2 - Assets Schedule: List of tangible and intangible assets associated with the goodwill

3. Schedule 3 - Calculation of Purchase Price: Detailed breakdown of how the goodwill value was calculated

4. Schedule 4 - Completion Requirements: Checklist of documents and actions required for completion

5. Schedule 5 - Existing Contracts: List of important business contracts relevant to the goodwill

6. Appendix A - Form of Transfer Notice: Template for formal transfer notice to be used at completion

7. Appendix B - Required Consents: List of third-party consents required for the transfer