A Non-Compete Clause in a Share Purchase Agreement is essential when acquiring shares in a Malaysian company where protecting the business from competition by former shareholders is crucial. This document type is particularly relevant in scenarios where sellers possess significant knowledge of the business, industry connections, or technical expertise that could pose a competitive threat if used to compete against the acquired business. The clause must be carefully drafted to comply with Malaysian legal requirements, including the Contracts Act 1950 and Competition Act 2010, ensuring that restrictions are reasonable and enforceable. It typically specifies the duration, geographical scope, and nature of restricted activities, while also considering specific Malaysian market conditions and business practices. The document is commonly used in both private and public company acquisitions, though the scope and restrictions may vary based on the transaction size, industry sector, and the sellers' roles in the business.
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1. Parties: Identification of the seller(s) and purchaser(s) of the shares, including their full legal names and registered addresses
2. Background: Context of the share purchase transaction and the business relationship between the parties
3. Definitions: Key terms used throughout the agreement, including 'Confidential Information', 'Restricted Business', 'Territory', and 'Restricted Period'
4. Sale and Purchase of Shares: Core transaction terms including number of shares, purchase price, and completion mechanics
5. Non-Compete Obligations: Detailed restrictions on the seller's competitive activities, including scope of restricted activities
6. Duration and Territory: Specific timeframe and geographical scope of the non-compete restrictions
7. Exceptions and Permitted Activities: Activities explicitly allowed despite the non-compete restrictions
8. Consideration for Non-Compete: Specific consideration provided for the non-compete obligations
9. Remedies for Breach: Consequences and available remedies if the non-compete provisions are violated
10. Severability: Provisions for maintaining validity of remaining clauses if any part is found unenforceable
11. Governing Law and Jurisdiction: Specification of Malaysian law as governing law and jurisdiction for disputes
1. Non-Solicitation of Employees: Additional restrictions on hiring company employees, used when human capital is crucial to the business
2. Non-Solicitation of Customers: Restrictions on approaching existing customers, used when customer relationships are vital
3. Intellectual Property Protection: Additional provisions protecting IP rights, used when IP is a significant business asset
4. Monitoring and Compliance: Procedures for monitoring compliance with non-compete obligations, used in high-value or high-risk transactions
5. Independent Legal Advice: Confirmation that parties have received independent legal advice, used when there's significant disparity between parties
6. Garden Leave Provisions: Specific provisions for transition period, used when seller remains temporarily involved in the business
1. Schedule 1: Details of the Shares: Detailed description of shares being transferred including share certificates and class rights
2. Schedule 2: Restricted Territory: Detailed map or description of geographical areas covered by non-compete restrictions
3. Schedule 3: Restricted Business Activities: Comprehensive list of specific business activities covered by the non-compete
4. Schedule 4: Completion Requirements: Checklist of documents and actions required for completion
5. Appendix A: Existing Customer List: List of customers covered by non-solicitation provisions (if applicable)
6. Appendix B: Compliance Certificate: Template certificate for periodic compliance confirmation
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