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Non Competition Agreement Sale Of Business for New Zealand

Non Competition Agreement Sale Of Business Template for New Zealand

A Non-Competition Agreement for the Sale of Business is a crucial legal document under New Zealand law that protects the purchaser's interests following a business acquisition. The agreement restricts the seller from competing with the sold business for a specified period and within a defined geographic area. It typically includes provisions regarding non-solicitation of customers and employees, confidentiality obligations, and remedies for breach. The agreement must comply with New Zealand competition law, particularly the Commerce Act 1986, and be reasonable in scope to be enforceable under New Zealand courts.

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Non Competition Agreement Sale Of Business

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What is a Non Competition Agreement Sale Of Business?

A Non Competition Agreement Sale Of Business is essential when selling a business in New Zealand to protect the purchaser's investment and the goodwill being acquired. This document is typically executed alongside or as part of the main business sale agreement, particularly when the seller's knowledge, relationships, or reputation are crucial to the business's value. The agreement ensures the seller cannot immediately compete with the business they've sold, typically including restrictions on competition, customer solicitation, and employee poaching. Under New Zealand law, such restrictions must be reasonable in duration, geographic scope, and nature of restricted activities to be enforceable. The agreement should be carefully drafted to comply with the Commerce Act 1986 and relevant case law regarding restraint of trade.

What sections should be included in a Non Competition Agreement Sale Of Business?

1. Parties: Identifies and defines the seller and purchaser of the business

2. Background: Sets out the context of the business sale and necessity for the non-compete provisions

3. Definitions: Defines key terms including the Business, Restricted Business, Territory, and Restricted Period

4. Non-Compete Obligations: Details the specific restrictions on the seller's future business activities

5. Duration and Territory: Specifies the time period and geographic area where restrictions apply

6. Consideration: States the consideration provided for the non-compete obligations as part of the business sale

7. Acknowledgments: Seller's acknowledgment that restrictions are reasonable and necessary

8. Exceptions: Permitted activities that do not breach the non-compete obligations

9. Remedies: Outlines available remedies in case of breach, including injunctive relief

10. General Provisions: Standard contract terms including governing law, notices, and severability

What sections are optional to include in a Non Competition Agreement Sale Of Business?

1. Non-Solicitation of Employees: Additional restrictions on hiring former employees, used when key staff are crucial to business value

2. Non-Solicitation of Customers: Specific provisions regarding customer relationships, used when customer base is a key business asset

3. Confidentiality: Additional confidentiality obligations, used when not covered in main sale agreement

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

5. Assignment Rights: Rights to assign the benefit of the restrictions, used when purchaser may want to on-sell the business

6. Independent Legal Advice: Acknowledgment of receiving legal advice, used when there's significant disparity between parties

What schedules should be included in a Non Competition Agreement Sale Of Business?

1. Business Description: Detailed description of the business being sold and protected by the non-compete

2. Restricted Activities: Comprehensive list of specific activities that are restricted

3. Territory Map: Map and/or detailed description of the geographic area where restrictions apply

4. Key Customers: List of key customers covered by non-solicitation provisions (if applicable)

5. Consideration Details: Breakdown of consideration specifically allocated to non-compete obligations

6. Related Companies: List of related entities of the seller subject to restrictions

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

Jurisdiction

New Zealand

Publisher

Ƶ

Document Type

Sales Contract

Sector

Sales

Cost

Free to use
Relevant legal definitions


























Clauses

























Relevant Industries

Retail

Professional Services

Manufacturing

Technology

Healthcare

Hospitality

Construction

Distribution

Consulting

Education and Training

Real Estate

Financial Services

Relevant Teams

Legal

Corporate Advisory

Mergers & Acquisitions

Executive Leadership

Business Development

Finance

Compliance

Commercial

Relevant Roles

Chief Executive Officer

Managing Director

Business Owner

Corporate Lawyer

General Counsel

Business Development Manager

Mergers & Acquisitions Director

Commercial Director

Chief Financial Officer

Company Secretary

Legal Counsel

Business Broker

Corporate Advisory 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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