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Business Sale Non Compete Agreement
"I need a Business Sale Non Compete Agreement for the sale of my Manila-based software development company, with a 3-year restriction period covering the Philippines and Southeast Asia, specifically preventing the seller from developing similar enterprise software solutions or poaching our key clients and employees."
1. Parties: Identification of the seller and buyer, including complete legal names and addresses
2. Background: Context of the business sale and reasons for the non-compete arrangement
3. Definitions: Key terms including Business, Restricted Business, Territory, Restricted Period, and Confidential Information
4. Sale of Business: Basic terms of the business sale transaction
5. Non-Compete Obligations: Core restrictions on competitive activities, including scope, duration, and geographical limitations
6. Confidentiality Obligations: Provisions regarding the protection and non-disclosure of confidential information
7. Duration and Territory: Specific timeframe and geographical scope of the non-compete restrictions
8. Consideration: Specific consideration provided for the non-compete obligations
9. Acknowledgments: Seller's acknowledgments regarding reasonableness of restrictions
10. Remedies: Available remedies in case of breach, including injunctive relief
11. Governing Law and Jurisdiction: Specification of Philippine law as governing law and choice of courts
12. General Provisions: Standard clauses including severability, modification, and entire agreement
1. Non-Solicitation of Employees: Additional restrictions on hiring or soliciting employees, used when protection of workforce is crucial
2. Non-Solicitation of Customers: Restrictions on approaching customers, used when customer relationships are particularly valuable
3. Training and Transition: Provisions for business transition support, used when knowledge transfer is critical
4. Intellectual Property Protection: Additional IP-related provisions, used when significant IP assets are involved
5. Tax Provisions: Specific tax-related clauses, used when complex tax implications exist
6. Assignment Rights: Rights to assign the agreement, used when future transfer of rights is contemplated
7. Dispute Resolution: Alternative dispute resolution mechanisms, used when parties prefer arbitration or mediation
1. Schedule A - Business Description: Detailed description of the business being sold
2. Schedule B - Restricted Territory: Map or detailed description of geographical restrictions
3. Schedule C - Restricted Activities: Detailed list of prohibited business activities
4. Schedule D - Consideration Details: Breakdown of consideration for non-compete obligations
5. Schedule E - Key Customers: List of key customers covered by non-solicitation (if applicable)
6. Appendix 1 - Confidential Information: Categories of protected confidential information
7. Appendix 2 - Compliance Certificate: Form of compliance certificate to be signed periodically
Authors
Affiliates
Business
Business Day
Closing Date
Competing Business
Completion
Confidential Information
Consideration
Customer
Effective Date
Group
Intellectual Property Rights
Key Personnel
Material Contract
Non-Compete Period
Parties
Permitted Activities
Products
Prohibited Activities
Purchase Price
Related Persons
Restricted Business
Restricted Period
Restricted Territory
Sale Agreement
Seller's Knowledge
Services
Subsidiaries
Substantial Interest
Territory
Trade Secrets
Transaction
Working Hours
Definitions
Sale and Purchase
Non-Competition
Non-Solicitation
Confidentiality
Duration and Territory
Consideration
Representations and Warranties
Acknowledgments
Remedies
Injunctive Relief
Assignment
Severability
Notices
Governing Law
Jurisdiction
Entire Agreement
Amendment
Waiver
Force Majeure
Costs and Expenses
Third Party Rights
Counterparts
Compliance with Laws
Dispute Resolution
Indemnification
Further Assurance
Retail
Manufacturing
Technology
Professional Services
Healthcare
Food and Beverage
Real Estate
Distribution
Consulting
Education
Construction
Hospitality
Legal
Executive Leadership
Corporate Development
Mergers & Acquisitions
Finance
Compliance
Risk Management
Business Development
Operations
Chief Executive Officer
Managing Director
Business Owner
Corporate Lawyer
Legal Counsel
Chief Legal Officer
Chief Financial Officer
Business Development Director
Mergers & Acquisitions Manager
Company Secretary
Commercial Director
Risk Management Officer
Compliance Officer
Operations Director
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