The Non-Compete Clause in Share Purchase Agreement is essential when acquiring a business through share purchase, particularly when the seller has significant knowledge of the business operations, customer relationships, or trade secrets. This document is commonly used in U.S. business acquisitions to protect the buyer's investment by preventing the seller from establishing competing businesses or soliciting customers or employees. The clause must be carefully drafted to comply with varying state laws and reasonable limitations on duration, geographic scope, and restricted activities. It typically includes specific definitions of prohibited activities, temporal and geographical restrictions, and often coordinates with other protective provisions like non-solicitation and confidentiality obligations.
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1. Parties: Identification of the buyer and seller of shares
2. Background: Context of the share purchase and need for non-compete provisions
3. Definitions: Key terms including Restricted Business, Territory, and Restricted Period
4. Non-Compete Obligations: Core restrictions and prohibited activities
5. Duration: Time period for which restrictions apply
6. Geographic Scope: Territorial limitations of the restrictions
7. Remedies: Consequences and available remedies for breach of non-compete obligations
1. Non-Solicitation Provisions: Additional restrictions on soliciting employees or customers of the business
2. Carve-outs: Specific exceptions to the non-compete restrictions for permitted activities
3. Independent Consideration: Specific consideration provided for the non-compete obligations where required by state law
1. Schedule of Restricted Business: Detailed description and scope of prohibited business activities
2. Schedule of Territory: Detailed map or description of restricted geographic areas
3. Schedule of Existing Interests: List of seller's permitted existing business interests and activities
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