A goodwill agreement is required in the state of Florida. This document ensures that the purchaser will receive the benefits of the business' goodwill.An allocation of the purchase price is an essential component to a business sale transaction. Both buyer and seller have to work together to get it done. Buying or selling a business? Answer a few simple questions to create your own Business Purchase Agreement. TAX DISCLOSURE: Florida Statute, 212, governs the sales tax liability of parties involved in the sale or exchange of business assets.