non-compete-seller

name	non-compete-seller
title	Non-Competition & Non-Solicitation Agreement (Seller)
description	Drafts a Non-Competition and Non-Solicitation Agreement for a seller principal in an asset purchase transaction. Use when drafting ancillary restrictive covenant agreements for M&A closings, asset purchases, or business acquisitions. Covers non-compete, customer/employee non-solicitation, restricted period/territory, injunctive relief, blue-pencil reformation, and tolling.
author	CaseMark
author_url	https://github.com/CaseMark/skills/tree/main/skills/legal/non-compete-seller
license	Apache-2.0
version	0.1.0
execution_mode	open
jurisdiction	us
practice	corporate
language	en
tags	["agreement","drafting","transactional"]

Non-Competition & Non-Solicitation Agreement (Seller)

Standalone restrictive covenant agreement for a seller principal ancillary to an asset purchase transaction. Enforceability-optimized with blue-pencil provisions.

Prerequisites

1. Executed or near-final APA — party names, business description, closing date, purchase price structure
2. Covenantor identity — individual seller principal or key person
3. Business description — specific products, services, markets acquired
4. Geographic scope — operating areas, customer locations, market areas
5. Restriction duration — typically 2–5 years (3 years standard for middle-market)
6. Applicable state law — enforceability varies significantly by jurisdiction

Document Structure

Section	Content
Preamble	Effective date, "Covenantor" (seller), "Company" (buyer) — names must match APA exactly
Recitals	(A) Reference APA, identify acquired business; (B) Execution is material inducement and condition precedent to closing
Definitions	Restricted Period, Restricted Territory, Competitive Business, Company Business
Art. 1: Non-Competition	Core covenant + carve-outs
Art. 2: Customer Non-Solicitation	Customer + prospective customer restrictions
Art. 3: Employee Non-Solicitation	Employee/contractor recruitment restrictions
Art. 4: Acknowledgments	Reasonableness, counsel opportunity, voluntary execution
Art. 5: Remedies	Injunctive relief, damages, tolling
Art. 6: Severability & Reformation	Blue-pencil/reformation clause
Art. 7: General Provisions	Governing law, venue, fees, assignment, amendments, entire agreement, counterparts
Signature Block	Covenantor name, signature, date; notarization if required

Core Covenants

Non-Competition

Prohibit Covenantor from directly or indirectly:

• Owning, managing, operating, controlling any Competitive Business
• Joining, consulting with, rendering services to any Competitive Business
• Being connected with any entity engaged in or Competitive Business