Non Compete Agreement After Acquisition Template for United Arab Emirates

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Key Requirements PROMPT example:

Non Compete Agreement After Acquisition

"I need a Non-Compete Agreement After Acquisition for a UAE technology company purchase, where the selling founders will remain as consultants for 6 months after the March 2025 closing date, with restrictions covering the MENA region for 3 years."

Document background
The Non-Compete Agreement After Acquisition is a crucial document in UAE merger and acquisition transactions, designed to protect the acquiring company's investment by preventing sellers from competing with the acquired business. This agreement is particularly important in the UAE business environment, where relationships and market knowledge are highly valuable assets. The document must carefully balance the acquiring company's interests with UAE legal requirements, including compliance with Federal Law No. 8 of 1980 (UAE Labor Law) and Federal Law No. 4 of 2012 (Competition Law). It typically includes specific provisions regarding duration, geographical scope, and restricted activities, and must be drafted with consideration for both UAE mainland and free zone regulations where applicable.
Suggested Sections

1. Parties: Identification of the acquiring company and the seller/restricted party

2. Background: Context of the acquisition and rationale for the non-compete provisions

3. Definitions: Key terms including Restricted Business, Territory, Restricted Period, Confidential Information

4. Scope of Non-Compete: Detailed description of prohibited activities and business restrictions

5. Duration and Territory: Time period and geographical scope of restrictions, ensuring compliance with UAE reasonable restrictions requirements

6. Consideration: Specific consideration for the non-compete obligations, separate from acquisition price

7. Non-Solicitation: Restrictions on soliciting employees, customers, and suppliers

8. Confidentiality: Protection of confidential information and trade secrets

9. Remedies: Legal remedies including injunctive relief and liquidated damages

10. Severability: Provisions for partial enforcement if any restrictions are found invalid

11. Governing Law and Jurisdiction: Specification of UAE law and relevant courts/arbitration

12. Assignment: Rights of parties to assign the agreement, particularly in future corporate restructuring

Optional Sections

1. Free Zone Provisions: Additional provisions specific to DIFC or ADGM if parties are free zone entities

2. Industry-Specific Restrictions: Additional restrictions based on specific industry regulations

3. Training and Transition Services: Provisions for knowledge transfer during transition period

4. Monitoring and Reporting: Mechanisms for monitoring compliance with non-compete obligations

5. Exit Provisions: Early termination or modification rights in specific circumstances

6. Dispute Resolution: Detailed arbitration or mediation procedures if preferred over court proceedings

Suggested Schedules

1. Schedule 1 - Restricted Territory: Detailed map or list of geographical areas covered by restrictions

2. Schedule 2 - Restricted Business Activities: Comprehensive list of prohibited business activities and sectors

3. Schedule 3 - Key Customers and Suppliers: List of specific customers and suppliers covered by non-solicitation provisions

4. Schedule 4 - Consideration Details: Breakdown of consideration and payment terms for non-compete obligations

5. Schedule 5 - Competitors List: List of specific competitors with whom restricted party cannot engage

6. Appendix A - Compliance Certificate: Template for periodic compliance certification by restricted party

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Relevant Industries

Technology

Healthcare

Professional Services

Manufacturing

Retail

Financial Services

Real Estate

Construction

Energy

Telecommunications

Hospitality

Education

Consulting

Media and Entertainment

Transportation and Logistics

Relevant Teams

Legal

Mergers & Acquisitions

Corporate Development

Executive Leadership

Finance

Compliance

Strategy

Business Development

Risk Management

Corporate Governance

Relevant Roles

Chief Executive Officer

Chief Legal Officer

General Counsel

Head of Mergers & Acquisitions

Corporate Development Director

Business Development Manager

Chief Financial Officer

Legal Director

Compliance Officer

Corporate Secretary

Managing Director

Integration Manager

Strategy Director

Commercial Director

Risk Manager

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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