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1. Parties: Identification of the seller(s) and buyer(s), including full legal names, registration numbers, and registered addresses
2. Background: Context of the agreement, including reference to the main business sale transaction and the necessity of the non-compete provisions
3. Definitions: Key terms used in the agreement, including 'Business', 'Restricted Business', 'Territory', 'Restricted Period', and other relevant definitions
4. Non-Compete Obligations: Core restrictions on the seller's competitive activities, including specific prohibited activities
5. Duration and Territory: Temporal and geographical scope of the restrictions, ensuring compliance with Belgian and EU competition law
6. Exceptions: Permitted activities and circumstances where the non-compete obligations do not apply
7. Confidentiality: Obligations regarding the protection and non-disclosure of confidential information
8. Remedies: Consequences of breach, including injunctive relief and liquidated damages
9. Assignment: Rights and restrictions regarding the transfer of obligations under the agreement
10. Governing Law and Jurisdiction: Specification of Belgian law as governing law and designation of competent courts
11. Execution: Signature blocks and execution formalities
1. Non-Solicitation of Employees: Additional restrictions on hiring employees from the sold business, used when key employees are crucial to the business value
2. Non-Solicitation of Customers: Specific provisions regarding customer relationships, used when customer relationships are particularly valuable
3. Compliance with Competition Laws: Detailed provisions on competition law compliance, used in larger transactions or when there are specific regulatory concerns
4. Severability and Modification: Specific provisions for court modification of invalid terms, used in jurisdictions where courts may modify rather than invalidate unreasonable restrictions
5. Group Company Provisions: Extended provisions covering seller's group companies, used when seller is part of a larger corporate group
6. Training and Transition Services: Provisions for seller's assistance during transition, used when seller's expertise is crucial for business continuity
1. Schedule 1 - Restricted Territory: Detailed description and/or maps of the geographical area covered by the restrictions
2. Schedule 2 - Restricted Business Activities: Detailed list of specific business activities covered by the non-compete obligations
3. Schedule 3 - Excluded Activities: List of specific activities or investments that are permitted exceptions to the non-compete obligations
4. Schedule 4 - Key Customers: List of specific customers covered by non-solicitation provisions (if applicable)
5. Schedule 5 - Affiliated Companies: List of group companies bound by the restrictions (if applicable)
Manufacturing
Technology
Retail
Professional Services
Healthcare
Hospitality
Construction
Distribution
Software
Consulting
Financial Services
Real Estate
Engineering
Food and Beverage
Telecommunications
Legal
Compliance
Corporate Development
Mergers & Acquisitions
Executive Leadership
Risk Management
Business Development
Corporate Governance
Finance
Strategic Planning
Chief Executive Officer
Chief Legal Officer
Managing Director
Business Owner
Corporate Lawyer
M&A Attorney
Legal Counsel
Compliance Officer
Business Development Director
Chief Financial Officer
Commercial Director
General Counsel
Corporate Secretary
Risk Manager
Integration Manager
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