Non Compete Clause In Share Purchase Agreement

Non Compete Clause In Share Purchase Agreement Template for Malaysia

Create a bespoke document in minutes, or upload and review your own.

4.6 / 5

4.8 / 5

Let's create your Non Compete Clause In Share Purchase Agreement

1. Select your governing law and document type:

2. Enter your key requirements:

3. Create your document to edit, review or download

Get your first 2 documents free

Your data doesn't train Genie's AI

You keep IP ownership of your information

Key Requirements PROMPT example:

"I need a Non Compete Clause in Share Purchase Agreement for a technology company acquisition in Malaysia, with a 3-year restriction period starting March 2025, covering both software development and IT consulting services across Southeast Asia, with special emphasis on protecting our client relationships and intellectual property."

Document background

A Non-Compete Clause in a Share Purchase Agreement is essential when acquiring shares in a Malaysian company where protecting the business from competition by former shareholders is crucial. This document type is particularly relevant in scenarios where sellers possess significant knowledge of the business, industry connections, or technical expertise that could pose a competitive threat if used to compete against the acquired business. The clause must be carefully drafted to comply with Malaysian legal requirements, including the Contracts Act 1950 and Competition Act 2010, ensuring that restrictions are reasonable and enforceable. It typically specifies the duration, geographical scope, and nature of restricted activities, while also considering specific Malaysian market conditions and business practices. The document is commonly used in both private and public company acquisitions, though the scope and restrictions may vary based on the transaction size, industry sector, and the sellers' roles in the business.

Suggested Sections

1. Parties: Identification of the seller(s) and purchaser(s) of the shares, including their full legal names and registered addresses

2. Background: Context of the share purchase transaction and the business relationship between the parties

3. Definitions: Key terms used throughout the agreement, including 'Confidential Information', 'Restricted Business', 'Territory', and 'Restricted Period'

4. Sale and Purchase of Shares: Core transaction terms including number of shares, purchase price, and completion mechanics

5. Non-Compete Obligations: Detailed restrictions on the seller's competitive activities, including scope of restricted activities

6. Duration and Territory: Specific timeframe and geographical scope of the non-compete restrictions

7. Exceptions and Permitted Activities: Activities explicitly allowed despite the non-compete restrictions

8. Consideration for Non-Compete: Specific consideration provided for the non-compete obligations

9. Remedies for Breach: Consequences and available remedies if the non-compete provisions are violated

10. Severability: Provisions for maintaining validity of remaining clauses if any part is found unenforceable

11. Governing Law and Jurisdiction: Specification of Malaysian law as governing law and jurisdiction for disputes

Optional Sections

1. Non-Solicitation of Employees: Additional restrictions on hiring company employees, used when human capital is crucial to the business

2. Non-Solicitation of Customers: Restrictions on approaching existing customers, used when customer relationships are vital

3. Intellectual Property Protection: Additional provisions protecting IP rights, used when IP is a significant business asset

4. Monitoring and Compliance: Procedures for monitoring compliance with non-compete obligations, used in high-value or high-risk transactions

5. Independent Legal Advice: Confirmation that parties have received independent legal advice, used when there's significant disparity between parties

6. Garden Leave Provisions: Specific provisions for transition period, used when seller remains temporarily involved in the business

Suggested Schedules

1. Schedule 1: Details of the Shares: Detailed description of shares being transferred including share certificates and class rights

2. Schedule 2: Restricted Territory: Detailed map or description of geographical areas covered by non-compete restrictions

3. Schedule 3: Restricted Business Activities: Comprehensive list of specific business activities covered by the non-compete

4. Schedule 4: Completion Requirements: Checklist of documents and actions required for completion

5. Appendix A: Existing Customer List: List of customers covered by non-solicitation provisions (if applicable)

6. Appendix B: Compliance Certificate: Template certificate for periodic compliance confirmation

Authors

Alex Denne

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

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Technology

Manufacturing

Professional Services

Healthcare

Retail

Financial Services

Construction

Education

Telecommunications

Consumer Goods

Energy

Real Estate

Pharmaceuticals

Consulting

Relevant Teams

Legal

Corporate Development

Mergers & Acquisitions

Compliance

Risk Management

Executive Leadership

Corporate Secretariat

Business Development

Finance

Strategy

Relevant Roles

Chief Executive Officer

Chief Legal Officer

Corporate Lawyer

Mergers & Acquisitions Director

Business Development Manager

Company Secretary

Legal Counsel

Compliance Officer

Corporate Development Director

Risk Manager

Transaction Manager

Investment Director

Board Member

Managing Director

Chief Financial Officer

Find the exact document you need

Non Compete Clause Commercial Contract

A Malaysian law-governed non-compete agreement establishing reasonable competitive restrictions and enforcement mechanisms in commercial relationships.

��������Ƶ

How ��������Ƶ reduced drafting time by 75% for a legal firm

Let's create your Non Compete Clause In Share Purchase Agreement

Authors

Alex Denne

Find the exact document you need

Non Compete Clause Commercial Contract

NDA Between Company And Consultant

Model Non Disclosure Agreement

Software Confidentiality Agreement

Not To Compete Agreement

Short Form Non Disclosure Agreement

Non Disclosure And Intellectual Property Rights Agreement

NDA Settlement Agreement

Commercial Real Estate Confidentiality Agreement

Individual Confidentiality Agreement

Two Sided NDA

Non Solicitation NDA

Design NDA

Vendor NDA

Confidentiality Agreement For Clients

Non Disclosure Agreement For Restaurant Employees

Short NDA

Non Compete Agreement After Acquisition

Non Disparagement Agreement

Real Estate Confidentiality Agreement

Non Compete Non Solicitation Agreement

Independent Contractor NDA

Employee Exit NDA

Confidentiality And Restraint Of Trade Agreement

Reciprocal Non Disclosure Agreement

Non Disclosure Non Solicitation Agreement

Non Disclosure Agreement For Accounting Firm

NDA For Subcontractors

NDA For Acquisition

Mutual Non Circumvention Non Disclosure Agreement

Model NDA

International Non Disclosure Agreement

Insurance Confidentiality Agreement

Data Confidentiality Agreement

Confidentiality Agreement For Contractors

Boilerplate Confidentiality Agreement

Business To Business Non Compete Agreement

Business Plan Non Disclosure Agreement

Non Compete Clause In Appointment Letter

Unilateral Confidentiality Agreement

NDA Product Design

Non Compete Clause In Offer Letter

Construction Non Compete Agreement

Non Compete Clause In Share Purchase Agreement

Non Disclosure Agreement For Technology Company

Non Disclosure Agreement For Product Design

Perpetual NDA

Non Disclosure Agreement For Cleaning Services

Non Compete Letter

Non Compete Clause In Shareholders Agreement

NDA Product

HR Confidentiality Agreement

IT Confidentiality Agreement

Design Confidentiality Agreement

Confidentiality Agreement Document

Manufacturing NDA

Non Disclosure Agreement For Salesperson

General Confidentiality Agreement

Commercial NDA

Confidentiality And Proprietary Information Agreement

Confidentiality Agreement Upon Termination Of Employment

1 Page Non Disclosure Agreement

Small Business Non Disclosure Agreement

Non Disclosure Non Circumvention And Non Competition Agreement

NDA Non Solicitation

Information Technology Non Disclosure Agreement

Agreement Not To Work For Competitor

Non Disclosure Agreement For Recipes

Non Compete Disclosure Agreement

Information Technology Confidentiality Agreement

Director Confidentiality Agreement

Confidentiality Agreement For Board Members

Confidentiality Agreement Employee Leaving

Non Disclosure Letter

��Ƶ

How ��Ƶ reduced drafting time by 75% for a legal firm

�ұ�Ծ��’s Security Promise