| 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
- Executed or near-final APA — party names, business description, closing date, purchase price structure
- Covenantor identity — individual seller principal or key person
- Business description — specific products, services, markets acquired
- Geographic scope — operating areas, customer locations, market areas
- Restriction duration — typically 2–5 years (3 years standard for middle-market)
- 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
