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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."
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
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
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
Acquisition Agreement
Affiliate
Business Day
Business
Closing Date
Competing Business
Confidential Information
Control
Customer
Effective Date
Excluded Business
Group
Intellectual Property Rights
Key Personnel
Material Customer
Material Supplier
Non-Compete Period
Parent Company
Permitted Activities
Prohibited Activities
Purchase Price
Restricted Business
Restricted Period
Restricted Territory
Seller
Subsidiary
Substantial Interest
Suppliers
Target Business
Territory
Trade Secrets
Transaction Documents
UAE
DIFC
ADGM
Non-Solicitation
Confidentiality
Duration and Territory
Consideration
Representations and Warranties
Remedies
Enforcement
Assignment
Severability
Governing Law
Jurisdiction
Force Majeure
Notices
Amendment
Waiver
Entire Agreement
Third Party Rights
Further Assurance
Compliance with Laws
Dispute Resolution
Indemnification
Termination
Survival
Good Faith
Costs
Technology
Healthcare
Professional Services
Manufacturing
Retail
Financial Services
Real Estate
Construction
Energy
Telecommunications
Hospitality
Education
Consulting
Media and Entertainment
Transportation and Logistics
Legal
Mergers & Acquisitions
Corporate Development
Executive Leadership
Finance
Compliance
Strategy
Business Development
Risk Management
Corporate Governance
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
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