The Acquisition Non-Compete Agreement is a critical component of business acquisition transactions in the United States. This document protects the buyer's investment by preventing the seller from immediately establishing a competing business or soliciting customers and employees from the acquired company. The agreement typically includes specific provisions regarding duration, geographic scope, and prohibited activities, all of which must be reasonable and compliant with both federal and state laws. The enforceability varies significantly by state, with some jurisdictions like California having strict limitations on non-compete provisions.
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1. Parties: Identification of the parties involved in the acquisition and bound by the non-compete
2. Background/Recitals: Context of the acquisition and reason for the non-compete provisions
3. Definitions: Key terms used throughout the agreement including 'Restricted Business', 'Territory', 'Restricted Period'
4. Non-Compete Obligations: Core restrictions and specific prohibited activities
5. Duration and Territory: Time period and geographic scope of restrictions
6. Consideration: Value provided in exchange for non-compete obligations
7. Remedies: Consequences of breach and enforcement mechanisms
8. Governing Law: Jurisdiction and applicable law
1. Non-Solicitation Provisions: Additional restrictions on soliciting employees or customers, used when protection of customer relationships and employee retention is crucial
2. Confidentiality Provisions: Protection of confidential information, included when a separate confidentiality agreement doesn't exist
3. Carve-outs: Specific exceptions to restrictions, used when certain activities or territories need to be excluded from the non-compete obligations
4. Assignment Rights: Rights to transfer the agreement, included when future corporate restructuring is anticipated
1. Territory Definition Schedule: Detailed description of geographic restrictions and boundaries of the non-compete territory
2. Restricted Business Description Schedule: Detailed scope of business activities covered by the non-compete provisions
3. Consideration Schedule: Details of payment or other consideration provided in exchange for the non-compete obligations
4. Excluded Activities Schedule: List of specifically permitted activities that are carved out from the non-compete restrictions
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