Business Sale Non Compete Agreement Template for Philippines

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Key Requirements PROMPT example:

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."

Document background
The Business Sale Non Compete Agreement is a critical document in Philippine business transactions where a company or business is being sold to a new owner. This agreement is essential when the seller possesses significant knowledge, relationships, or expertise that could potentially harm the sold business if used to compete against it. The document typically includes specific provisions about restricted activities, geographical limitations, and time periods, all crafted to comply with Philippine competition laws and regulations. It's particularly important in cases where the seller's reputation, industry knowledge, or customer relationships are integral to the business value. The agreement must balance the buyer's legitimate business interests with reasonable restrictions that courts will enforce under Philippine jurisdiction.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Relevant Industries

Retail

Manufacturing

Technology

Professional Services

Healthcare

Food and Beverage

Real Estate

Distribution

Consulting

Education

Construction

Hospitality

Relevant Teams

Legal

Executive Leadership

Corporate Development

Mergers & Acquisitions

Finance

Compliance

Risk Management

Business Development

Operations

Relevant Roles

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

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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