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Business Sale Non Compete Agreement Template for New Zealand

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Key Requirements PROMPT example:

Business Sale Non Compete Agreement

"I need a Business Sale Non-Compete Agreement for the sale of my Auckland-based software development company, with a 3-year restriction period within New Zealand and Australia, specifically preventing the seller from developing similar enterprise software products or poaching our key developers."

Document background
The Business Sale Non Compete Agreement is a vital document in New Zealand business acquisitions, designed to protect the purchaser's investment by preventing the seller from competing with the sold business. It is typically used alongside or as part of a business sale agreement when transferring ownership of a business, particularly where the seller's knowledge, relationships, or expertise could pose a competitive threat to the purchased business. The agreement must carefully balance the buyer's legitimate interests with New Zealand competition law requirements and common law principles regarding restraint of trade. Key elements include the duration of restrictions, geographic scope, prohibited activities, and specific provisions regarding non-solicitation of customers and employees. The document requires careful drafting to ensure enforceability under New Zealand law, with particular attention to the reasonableness of restrictions and clarity of terms.
Suggested Sections

1. Parties: Identification of all parties to the agreement, including the seller(s) and purchaser(s)

2. Background: Context of the business sale and purpose of the non-compete provisions

3. Definitions: Definitions of key terms used throughout the agreement, including 'Business', 'Restricted Activity', 'Territory', and 'Restricted Period'

4. Duration of Restraint: Specific timeframe during which the non-compete obligations will apply

5. Geographic Scope: Detailed description of the territorial limits of the non-compete restrictions

6. Prohibited Activities: Comprehensive list of activities the seller is prohibited from engaging in

7. Consideration: Details of the specific consideration provided for the non-compete obligations

8. Acknowledgments: Seller's acknowledgments regarding reasonableness of restrictions and receipt of independent legal advice

9. Exceptions: Permitted activities and circumstances where restrictions don't apply

10. Enforcement: Rights and remedies available in case of breach, including injunctive relief

11. General Provisions: Standard clauses including governing law, severability, and entire agreement

12. Execution: Signing provisions and attestation requirements

Optional Sections

1. Confidentiality Obligations: Additional provisions regarding confidential information, used when specific confidentiality terms aren't covered in the main business sale agreement

2. Non-Solicitation: Specific provisions preventing solicitation of employees, customers, or suppliers, included when not covered in the main sale agreement

3. Assignment Rights: Provisions regarding the right to assign the agreement, included when assignment possibilities need to be specifically addressed

4. Guarantees: Personal or corporate guarantees section, included when additional security is required

5. Compliance with Sale Agreement: Cross-reference provisions to the main sale agreement, included when the non-compete is a separate document

6. Step-in Rights: Provisions allowing purchaser to step into contracts/relationships if breach occurs, included for high-value or critical business relationships

Suggested Schedules

1. Schedule 1 - Restricted Territory: Detailed maps or descriptions of the geographic area covered by restrictions

2. Schedule 2 - Restricted Clients: List of specific clients/customers covered by non-solicitation provisions

3. Schedule 3 - Restricted Products/Services: Detailed description of products or services covered by the non-compete

4. Schedule 4 - Key Employees: List of key employees covered by non-solicitation provisions

5. Schedule 5 - Consideration Calculation: Detailed breakdown of consideration specifically allocated to non-compete obligations

6. Appendix A - Related Entities: List of related entities of the seller subject to restrictions

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

Relevant legal definitions




























Clauses






























Relevant Industries

Retail

Professional Services

Manufacturing

Technology

Healthcare

Hospitality

Construction

Education

Financial Services

Consulting

Real Estate

Engineering

Media and Entertainment

Transportation and Logistics

Relevant Teams

Legal

Corporate Affairs

Executive Leadership

Mergers & Acquisitions

Commercial

Finance

Risk and Compliance

Business Development

Operations

Relevant Roles

Chief Executive Officer

Managing Director

Business Owner

Corporate Lawyer

Legal Counsel

Commercial Director

Chief Financial Officer

Business Development Manager

Mergers & Acquisitions Director

Company Secretary

Risk Manager

Compliance Officer

Operations Director

General Manager

Industries







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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