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1. Parties: Identification of the parties entering into the agreement, including the seller(s) and buyer(s) of the business
2. Background: Context of the agreement, including reference to the main business sale transaction and rationale for the non-compete provisions
3. Definitions: Key terms used throughout the agreement, including definition of the business, restricted activities, and territory
4. Scope of Non-Competition: Detailed description of prohibited competitive activities and business areas
5. Duration: Time period for which the non-compete obligations will remain in effect
6. Geographic Scope: Definition of the territorial boundaries where the non-compete restrictions apply
7. Consideration: Specific consideration provided for the non-compete obligations, separate from the business purchase price
8. Exceptions and Permitted Activities: Activities explicitly allowed despite the non-compete restrictions
9. Remedies for Breach: Consequences and available remedies in case of violation, including provisions for injunctive relief and damages
10. Severability: Provisions ensuring that if any part of the agreement is found invalid, the rest remains enforceable
11. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction for dispute resolution
1. Non-Solicitation Provisions: Additional restrictions on soliciting employees, customers, or suppliers - included when broader protection is needed
2. Confidentiality Obligations: Specific provisions regarding confidential information - included when not covered in the main sale agreement
3. Monitoring and Reporting: Mechanisms for monitoring compliance - included for high-value transactions or high-risk situations
4. Assignment Rights: Rights to assign the benefits of the non-compete - included when buyer might restructure or sell
5. Third Party Rights: Rights of affiliated companies to enforce the agreement - included when buyer has complex corporate structure
6. Corporate Guarantees: Additional guarantees from related entities - included when seller is a corporate entity
7. Early Termination Rights: Conditions under which the agreement can be terminated early - included for longer duration agreements
1. Restricted Business Activities: Detailed list of specific business activities that are prohibited
2. Territory Map: Visual representation and detailed description of the geographic territory covered
3. Excluded Activities: Detailed list of permitted activities and exceptions to the restrictions
4. Related Companies: List of affiliated entities covered by or entitled to enforce the restrictions
5. Consideration Calculation: Detailed breakdown of any consideration specifically allocated to the non-compete obligations
Manufacturing
Technology
Professional Services
Retail
Healthcare
Financial Services
Construction
Industrial
Consumer Goods
Software
Consulting
Distribution
Engineering
Hospitality
Legal
Corporate Development
Mergers & Acquisitions
Compliance
Executive Leadership
Business Development
Commercial
Risk Management
Corporate Strategy
Integration
Chief Executive Officer
Chief Legal Officer
General Counsel
Corporate Lawyer
Mergers & Acquisitions Director
Business Development Director
Integration Manager
Commercial Director
Legal Counsel
Compliance Officer
Corporate Development Manager
Business Owner
Managing Director
Transaction Advisory Partner
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