The Business Sale Non Compete Agreement is a critical document in Philippine business transactions where a company or business is being sold to a new owner. This agreement is essential when the seller possesses significant knowledge, relationships, or expertise that could potentially harm the sold business if used to compete against it. The document typically includes specific provisions about restricted activities, geographical limitations, and time periods, all crafted to comply with Philippine competition laws and regulations. It's particularly important in cases where the seller's reputation, industry knowledge, or customer relationships are integral to the business value. The agreement must balance the buyer's legitimate business interests with reasonable restrictions that courts will enforce under Philippine jurisdiction.
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1. Parties: Identification of the seller and buyer, including complete legal names and addresses
2. Background: Context of the business sale and reasons for the non-compete arrangement
3. Definitions: Key terms including Business, Restricted Business, Territory, Restricted Period, and Confidential Information
4. Sale of Business: Basic terms of the business sale transaction
5. Non-Compete Obligations: Core restrictions on competitive activities, including scope, duration, and geographical limitations
6. Confidentiality Obligations: Provisions regarding the protection and non-disclosure of confidential information
7. Duration and Territory: Specific timeframe and geographical scope of the non-compete restrictions
8. Consideration: Specific consideration provided for the non-compete obligations
9. Acknowledgments: Seller's acknowledgments regarding reasonableness of restrictions
10. Remedies: Available remedies in case of breach, including injunctive relief
11. Governing Law and Jurisdiction: Specification of Philippine law as governing law and choice of courts
12. General Provisions: Standard clauses including severability, modification, and entire agreement
1. Non-Solicitation of Employees: Additional restrictions on hiring or soliciting employees, used when protection of workforce is crucial
2. Non-Solicitation of Customers: Restrictions on approaching customers, used when customer relationships are particularly valuable
3. Training and Transition: Provisions for business transition support, used when knowledge transfer is critical
4. Intellectual Property Protection: Additional IP-related provisions, used when significant IP assets are involved
5. Tax Provisions: Specific tax-related clauses, used when complex tax implications exist
6. Assignment Rights: Rights to assign the agreement, used when future transfer of rights is contemplated
7. Dispute Resolution: Alternative dispute resolution mechanisms, used when parties prefer arbitration or mediation
1. Schedule A - Business Description: Detailed description of the business being sold
2. Schedule B - Restricted Territory: Map or detailed description of geographical restrictions
3. Schedule C - Restricted Activities: Detailed list of prohibited business activities
4. Schedule D - Consideration Details: Breakdown of consideration for non-compete obligations
5. Schedule E - Key Customers: List of key customers covered by non-solicitation (if applicable)
6. Appendix 1 - Confidential Information: Categories of protected confidential information
7. Appendix 2 - Compliance Certificate: Form of compliance certificate to be signed periodically
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