Non Compete Clause In Share Purchase Agreement for the United States

Non Compete Clause In Share Purchase Agreement Template for United States

A non-compete clause within a Share Purchase Agreement is a critical legal provision under U.S. law that restricts the seller of shares from competing with the business being sold for a specified period and within a defined geographic area. This clause protects the buyer's investment by preventing the seller from using their knowledge and relationships to compete against the business. The enforceability varies by state, with some jurisdictions like California largely prohibiting such restrictions while others enforce them subject to reasonableness requirements.

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What is a Non Compete Clause In Share Purchase Agreement?

The Non-Compete Clause in Share Purchase Agreement is essential when acquiring a business through share purchase, particularly when the seller has significant knowledge of the business operations, customer relationships, or trade secrets. This document is commonly used in U.S. business acquisitions to protect the buyer's investment by preventing the seller from establishing competing businesses or soliciting customers or employees. The clause must be carefully drafted to comply with varying state laws and reasonable limitations on duration, geographic scope, and restricted activities. It typically includes specific definitions of prohibited activities, temporal and geographical restrictions, and often coordinates with other protective provisions like non-solicitation and confidentiality obligations.

What sections should be included in a Non Compete Clause In Share Purchase Agreement?

1. Parties: Identification of the buyer and seller of shares

2. Background: Context of the share purchase and need for non-compete provisions

3. Definitions: Key terms including Restricted Business, Territory, and Restricted Period

4. Non-Compete Obligations: Core restrictions and prohibited activities

5. Duration: Time period for which restrictions apply

6. Geographic Scope: Territorial limitations of the restrictions

7. Remedies: Consequences and available remedies for breach of non-compete obligations

What sections are optional to include in a Non Compete Clause In Share Purchase Agreement?

1. Non-Solicitation Provisions: Additional restrictions on soliciting employees or customers of the business

2. Carve-outs: Specific exceptions to the non-compete restrictions for permitted activities

3. Independent Consideration: Specific consideration provided for the non-compete obligations where required by state law

What schedules should be included in a Non Compete Clause In Share Purchase Agreement?

1. Schedule of Restricted Business: Detailed description and scope of prohibited business activities

2. Schedule of Territory: Detailed map or description of restricted geographic areas

3. Schedule of Existing Interests: List of seller's permitted existing business interests and activities

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

Jurisdiction

United States

Publisher

Genie AI

Cost

Free to use
Industries

Sherman Antitrust Act: Federal antitrust law that prohibits anticompetitive business practices and unreasonable restraints of trade. Must ensure non-compete provisions don't violate these restrictions.

Clayton Act: Federal law that supplements the Sherman Act, addressing specific anticompetitive practices. Relevant for ensuring the non-compete doesn't create monopolistic conditions.

Federal Trade Commission Act: Federal legislation empowering the FTC to prevent unfair methods of competition and deceptive practices. Currently considering rules to restrict non-compete agreements.

State Non-Compete Laws: Various state-specific regulations governing non-compete agreements. Varies significantly by jurisdiction - from California's general prohibition to other states' reasonable restrictions.

Common Law Reasonableness Doctrine: Legal principle requiring non-compete agreements to be reasonable in geographic scope, duration, and scope of prohibited activities to be enforceable.

Securities Exchange Act: Federal law governing securities transactions, relevant for share purchase aspects and required disclosures related to non-compete provisions.

State Securities Regulations: State-specific rules governing securities transactions and required disclosures in share purchase agreements.

FTC Proposed Rule on Non-Competes: Pending federal regulation that could potentially ban most non-compete agreements, must be monitored for impact on agreement enforceability.

Executive Order on Competition: Biden administration's order encouraging FTC to exercise its rulemaking authority to curtail the unfair use of non-compete clauses.

Legitimate Business Interest Requirement: Legal principle requiring non-compete restrictions to protect legitimate business interests such as trade secrets, confidential information, or customer relationships.

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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