Put the goodwill part of your deal into clear legal terms

Goodwill can be one of the hardest parts of a business deal to describe, because it often relates to reputation, customer connections, branding, trading history or other intangible value rather than physical assets. A dedicated agreement helps record exactly what is being transferred and on what terms. That matters if the parties later disagree about whether the sale included a business name, customer lists, phone numbers, branding elements, restraint obligations or handover assistance. Clear wording is especially useful where goodwill is the main value in the transaction.

It will usually identify the parties, define the goodwill being sold, set out the purchase price and payment mechanics, and explain what must happen before completion. Depending on the deal, it may also deal with warranties, confidentiality, restraints, handover obligations, records, introductions to customers, and what happens if a key assumption turns out to be wrong. If other assets are involved, the document should make that clear rather than leaving it implied. That distinction can be important where the sale is not intended to cover equipment, stock, shares or a full business transfer.

The drafting usually turns on what the goodwill actually consists of in practice. For example, the position may differ if the value sits in a trading name, repeat customers, a location-based reputation, referral relationships, online reviews, or a recognisable brand. We would also look at whether any intellectual property, databases, phone numbers, social media accounts or transitional assistance are part of the deal. Payment structure matters too, especially if there is deferred consideration, staged completion, or conditions that need to be satisfied before the transfer takes effect.

Sometimes a template can help you spot the broad issues, but it often treats goodwill as a short definition rather than the main subject of the deal. That can leave gaps where the parties have different assumptions about what is included, what restrictions apply after sale, or what support the seller must provide during handover. If goodwill is the main asset being bought or sold, the document usually needs more precise wording than a generic precedent provides. A more tailored agreement can also separate the goodwill transfer from any related asset, IP or service arrangements.

Once we have the key transaction details, a lawyer will prepare the agreement and raise any points that need clarification before the document is finalised. Timing depends on how settled the commercial terms already are and whether the deal includes extras such as restraints, staged payments or linked documents. If the parties are still negotiating the broader sale structure, that can affect turnaround because the agreement needs to match the actual deal. This service covers the document work and related legal input, but not ongoing representation in negotiations or post-completion disputes.

Just submit an enquiry via this page or click the 'get started' button on our website to submit an enquiry. After you've submitted an enquiry, one of our legal consultants will review your enquiry within 1 business day and get in touch to get a better idea of exactly what you are looking for.

Then your legal consultant will send through an email with a bit more information about the services you need, along with a fixed fee quote setting out costs, scope of the service and timing. Have a read through it, and if you're happy with the scope, you can accept and sign our engagement letter online - easy!

Once you've formally accepted, we'll connect you with a specialist lawyer and they will work with you to complete your project. They will contact you by email or phone if they need to get in touch.

Sprintlaw works on fixed-fee pricing wherever possible, so you can review the scope and cost before you decide whether to proceed. For the Goodwill Sale Agreement service, pricing starts from $900.00.

After you enquire, a legal consultant will confirm what is included, the expected timing and whether any extra work is needed before you engage us.

We operate completely online, which means we can help you wherever you are in New Zealand. We have office spaces in Sydney, and in Melbourne, but our use of technology allows our team members to work remotely from around the world. Our legal team are mostly based in Sydney, Melbourne, Brisbane and Perth. We also have a London office for Sprintlaw UK.

Our legal team is made up of experienced lawyers, who are specialists in various areas of law and hold an Australian legal practising certificate. None of our Sprintlaw lawyers are New Zealand qualified lawyers and they do not currently hold a New Zealand practising certificate.

They provide legal services working remotely from Australia via our 'legal consultancy' model, through which (under section 6 and section 35 of the New Zealand Lawyers and Conveyancers Act 2006) our Australian legal team are permitted to provide legal services to New Zealand businesses provided they do not provide services in certain 'reserved' areas of law. You can read our FAQ page to learn a bit more about our 'legal consultancy' model.

Given the strong similarities between Australian and New Zealand law, and the areas of law in which we practice (being small business and startup law), we do not view the fact that our lawyers have not qualified in New Zealand as having any substantive impact on the quality of our service. We are committed to ensuring that we provide high quality, affordable legal services to all our New Zealand clients.

Our legal team have all trained at leading firms, but have left the traditional corporate law world to join us on our mission to create a new and better way of delivering legal services. They have specialist expertise in technology law, intellectual property law, contract drafting and review, corporate law and commercial law.