In the context of restraints of trade, goodwill is the value of the customer relationships, brand, reputation, and going-concern character of the business that the buyer is paying for over and above the value of identifiable assets. Australian courts and the Competition and Consumer Act 2010 (Cth) recognise the protection of acquired goodwill as a legitimate interest that can be protected by restraints in a sale of business.
The “goodwill exception” under section 51(2)(e) of the Competition and Consumer Act 2010 (Cth) preserves the validity of sale-of-business non-competes where they are solely for the purpose of protecting acquired goodwill. The federal employment-related non-compete reforms (proposed for 2027) expressly preserve this exception.