Non Competition Agreement Sale Of Business Template for Australia
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Non Competition Agreement Sale Of Business
"I need a Non Competition Agreement Sale Of Business for selling my Sydney-based software development company, with a 3-year restraint period across New South Wales and protection for our client database and proprietary coding techniques."
1. Parties: Identification of all parties to the agreement, including the seller(s) and purchaser(s)
2. Background: Context of the agreement, including reference to the business sale and reason for the restraint
3. Definitions: Key terms used throughout the agreement, including 'Restricted Business', 'Restraint Period', 'Restraint Area'
4. Consideration: Specific reference to the consideration being provided for the restraint obligations
5. Restraint Obligations: Core non-compete and non-solicitation obligations, including cascading clauses for different time periods and geographical areas
6. Duration and Geographic Scope: Specific periods and areas where the restraint applies, typically with cascading options
7. Prohibited Activities: Detailed description of activities the seller is prevented from undertaking
8. Confidentiality Obligations: Obligations regarding confidential information and trade secrets
9. Acknowledgments: Seller's acknowledgments about reasonableness of restraints and independent legal advice
10. Remedies: Available remedies for breach, including injunctive relief and damages
11. General Provisions: Standard boilerplate clauses including governing law, severability, and entire agreement
1. Employee Non-Solicitation: Additional provisions specifically preventing solicitation of employees, used when the business has key staff members
2. Customer Non-Solicitation: Specific provisions regarding customer relationships, used when customer relationships are particularly valuable
3. Intellectual Property Protection: Additional provisions protecting IP rights, used when the business has significant IP assets
4. Assignment Rights: Provisions allowing assignment of the agreement, used when purchaser may want to on-sell the business
5. Guarantees: Personal guarantees section, used when the seller is a corporate entity
6. Training and Transition: Provisions for seller assistance in business transition, used when knowledge transfer is crucial
1. Schedule 1 - Restraint Area: Maps and detailed description of the geographical area where restraints apply
2. Schedule 2 - Restricted Business Activities: Detailed description of the specific business activities that are restricted
3. Schedule 3 - Cascading Restraint Matrix: Matrix showing different combinations of time periods and geographical areas for restraint
4. Schedule 4 - Key Customers: List of key customers covered by non-solicitation provisions (if applicable)
5. Schedule 5 - Confidential Information: Detailed description of what constitutes confidential information
6. Appendix A - Related Entities: List of related entities bound by or benefiting from the restraints
Authors
Professional Services
Technology & Software
Healthcare & Medical
Retail & Consumer Goods
Manufacturing
Consulting Services
Financial Services
Construction & Engineering
Hospitality & Tourism
Education & Training
Real Estate & Property
Marketing & Advertising
Legal
Corporate Development
Mergers & Acquisitions
Executive Leadership
Commercial Operations
Business Development
Compliance
Risk Management
Corporate Governance
Strategy
Business Owner
Managing Director
Chief Executive Officer
Chief Legal Officer
Commercial Lawyer
Business Development Manager
Mergers & Acquisitions Manager
Corporate Counsel
Legal Counsel
Company Secretary
Business Broker
Commercial Director
Operations Manager
General Manager
Franchise Manager
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