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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."
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
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
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
Technology
Manufacturing
Retail
Healthcare
Professional Services
Financial Services
Real Estate
Construction
Food and Beverage
Telecommunications
Distribution and Logistics
Business Process Outsourcing
E-commerce
Legal
Corporate Development
Mergers & Acquisitions
Executive Leadership
Finance
Compliance
Risk Management
Strategy
Business Development
Corporate Secretariat
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
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