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Acquisition Non Compete Agreement Template for Philippines

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Key Requirements PROMPT example:

Acquisition Non Compete Agreement

"I need an Acquisition Non-Compete Agreement for the purchase of a Manila-based software development company, where the selling founders will continue as consultants until March 2025, and we need to restrict them from competing in the ASEAN region for 3 years after their consultancy ends."

Document background
The Acquisition Non Compete Agreement is a crucial document in Philippine business acquisitions where protecting the value of the acquired business is paramount. It is typically used when a business or its assets are being acquired, and the buyer needs to ensure that the seller will not compete with the acquired business for a specified period and within a defined territory. The agreement must comply with Philippine competition laws, particularly the Philippine Competition Act, and follow established jurisprudence on reasonable restraints of trade. It includes detailed provisions on restricted activities, consideration, enforcement mechanisms, and remedies for breach. This document is especially important in transactions where the seller's knowledge, relationships, or market position could significantly impact the acquired business's success if used competitively.
Suggested Sections

1. Parties: Identification of the parties entering into the agreement, including the seller(s), buyer(s), and any key shareholders or principals bound by the non-compete provisions

2. Background: Context of the acquisition and the business relationship between the parties, explaining the necessity for the non-compete provisions

3. Definitions: Key terms used throughout the agreement, including the scope of restricted business activities, territory, and relevant business sectors

4. Scope of Non-Compete: Detailed description of prohibited competitive activities, including specific business areas and types of involvement restricted

5. Duration and Territory: Time period and geographic boundaries of the non-compete restrictions, ensuring compliance with Philippine competition laws

6. Consideration: Specific consideration provided in exchange for the non-compete obligations, typically tied to the acquisition price

7. Exceptions and Permitted Activities: Activities explicitly allowed despite the non-compete restrictions

8. Confidentiality Obligations: Provisions regarding the protection of confidential information and trade secrets

9. Enforcement and Remedies: Legal remedies available in case of breach, including injunctive relief and damages

10. Assignment and Succession: Terms governing the transfer of rights and obligations under the agreement

11. Governing Law and Jurisdiction: Specification of Philippine law as governing law and choice of courts/dispute resolution

12. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments

Optional Sections

1. Employee Non-Solicitation: Additional restrictions on hiring or soliciting employees, used when protecting human resources is crucial

2. Customer Non-Solicitation: Specific provisions preventing interference with customer relationships, used in customer-facing businesses

3. Intellectual Property Protection: Additional provisions for protecting IP rights, used when IP is a significant part of the acquisition

4. Training and Transition Services: Terms regarding knowledge transfer and training, used when continued cooperation is needed

5. Monitoring and Compliance: Specific procedures for monitoring compliance, used in complex or high-value transactions

6. Independent Contractor Status: Clarification of relationship if seller continues providing services post-acquisition

7. Anti-Corruption Compliance: Additional compliance requirements, used when dealing with regulated industries or public sector contracts

Suggested Schedules

1. Schedule A - Restricted Business Description: Detailed description of the business activities covered by the non-compete provisions

2. Schedule B - Territory Definition: Detailed maps or descriptions of the geographic areas covered by the restrictions

3. Schedule C - Consideration Structure: Detailed breakdown of the consideration, including any earn-out or conditional payments

4. Schedule D - Key Customers and Contacts: List of specific customers or business relationships protected by the agreement

5. Schedule E - Permitted Activities: Detailed list of specifically permitted activities or investments

6. Appendix 1 - Compliance Certificate: Form of periodic compliance certification if required

7. Appendix 2 - Disclosure Schedule: Seller's disclosures regarding existing relationships or commitments that might affect the non-compete obligations

Authors

Alex Denne

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

Relevant legal definitions
































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Relevant Industries

Technology

Manufacturing

Retail

Healthcare

Professional Services

Financial Services

Real Estate

Construction

Food and Beverage

Telecommunications

Distribution and Logistics

Business Process Outsourcing

E-commerce

Relevant Teams

Legal

Corporate Development

Mergers & Acquisitions

Executive Leadership

Finance

Compliance

Risk Management

Strategy

Business Development

Corporate Secretariat

Relevant Roles

Chief Executive Officer

Chief Legal Officer

General Counsel

Corporate Lawyer

Mergers & Acquisitions Director

Business Development Director

Chief Financial Officer

Compliance Officer

Corporate Secretary

Risk Manager

Integration Manager

Strategy Director

Commercial Director

Head of Business Development

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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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