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Non Compete Asset Purchase Agreement Template for England and Wales

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Key Requirements PROMPT example:

Non Compete Asset Purchase Agreement

"I need a Non Compete Asset Purchase Agreement for acquiring a software development company in Manchester, with a 3-year non-compete restriction in Northern England and a completion date of March 15, 2025."

Document background
The Non Compete Asset Purchase Agreement is a specialized contract used when acquiring business assets while ensuring the seller cannot compete with the transferred business. Governed by English and Welsh law, this agreement is particularly crucial when the seller's potential competition could significantly impact the value of the purchased assets. It includes detailed provisions on asset transfer, purchase price, warranties, and specifically outlines the scope, duration, and geographical limitations of non-compete restrictions. The document must carefully balance the protection of legitimate business interests with competition law requirements to ensure enforceability.
Suggested Sections

1. Parties: Identification of buyer and seller, including registered addresses and company numbers

2. Background/Recitals: Context of the transaction and brief description of the business and assets being purchased

3. Definitions: Key terms used throughout the agreement including Business, Assets, Completion Date, etc.

4. Sale and Purchase: Core transaction terms including purchase price and payment terms

5. Non-Compete Provisions: Detailed restrictions on seller's future business activities, including duration and geographical scope

6. Completion: Mechanics of closing the transaction, including conditions precedent

7. Warranties and Representations: Seller's assurances about the business and assets

8. Indemnities: Protection against specific identified risks

Optional Sections

1. Employee Matters: Required if employees are being transferred under TUPE regulations

2. Intellectual Property Rights: Specific provisions for IP transfer when IP assets are significant part of purchase

3. Tax Covenant: Specific tax-related warranties and indemnities for complex transactions with significant tax implications

Suggested Schedules

1. Schedule of Assets: Detailed list of assets being transferred

2. Excluded Assets: List of assets specifically excluded from the sale

3. Form of Assignment Deeds: Templates for transferring specific assets

4. Warranties: Detailed warranties given by the seller

5. Non-Compete Territory: Detailed description of geographical restrictions

6. Completion Requirements: List of documents and actions required at completion

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Relevant Industries
Relevant Teams
Relevant Roles
Industries

Competition Act 1998: Primary UK legislation governing competition law, crucial for ensuring non-compete provisions do not constitute anti-competitive behavior

Enterprise Act 2002: UK legislation providing framework for merger control and market investigations, relevant for asset purchases and associated restrictions

Article 101 TFEU: European Union legislation providing interpretative guidance on anti-competitive agreements, remains relevant post-Brexit for interpretation

Restraint of Trade Doctrine: Common law principle establishing that restrictive covenants are void unless they protect legitimate business interests and are reasonable

Nordenfelt v Maxim Nordenfelt Test: Leading case law establishing reasonableness test for restrictive covenants in terms of duration, geographic scope, and scope of activities

Contracts (Rights of Third Parties) Act 1999: Legislation governing third party rights in contracts, relevant for enforcement of non-compete provisions against related parties

Sale of Goods Act 1979: Legislation governing the sale of tangible assets, crucial for asset transfer provisions in the agreement

TUPE Regulations 2006: Regulations protecting employees' rights during business transfers, may be relevant if employees are connected to transferred assets

Value Added Tax Act 1994: Tax legislation relevant for VAT implications of asset transfers and associated non-compete provisions

Legitimate Business Interests Principle: Legal requirement that non-compete restrictions must protect legitimate business interests such as goodwill, trade secrets, and customer relationships

Reasonableness Requirements: Legal principle requiring that restrictions must be reasonable in duration, geographic scope, and scope of restricted activities

Consideration Doctrine: Common law principle requiring that non-compete restrictions must be supported by adequate consideration to be enforceable

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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