Field and Aims: The current research has been carried out with the subject and purpose of the LEASE CONTRACT and its relationship with the right to goodwill in Iranian and Egyptian laws. In fact, this research aims to show that: goodwill is a type of LEASE CONTRACT and has common characteristics in the laws of Iran and Egypt. As a type of LEASE CONTRACT between lessor and lessee, goodwill has always had dark and ambiguous points in it. Method: The research method is descriptive and analytical. Finding and Conclusion: In Iranian law, goodwill is associated with the LEASE CONTRACT, so if goodwill is transferred to the lessee, the owner does not have the option of renting it to a non-lessee. Also, in the LEASEs subject to the Law of Landlord and Tenant Relations 1376, goodwill does not exist independently of the LEASE relationship and is a matter that is realized only by the existence of the LEASE CONTRACT,Therefore, if there is no reason for the occurrence of the LEASE CONTRACT,The claim is not required to prepare an official peace document. The characteristics and common characteristics of the LEASE CONTRACT in Iranian and Egyptian law are: exchangeability of the LEASE CONTRACT, consensuality of the LEASE CONTRACT, necessity, temporaryness, gradualness, etc.