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Acquisition Non Compete Agreement for Singapore

Acquisition Non Compete Agreement Template for Singapore

A Singapore-governed legal agreement that restricts sellers from competing with the business they've sold following an acquisition. The document establishes specific limitations on competitive activities, including geographic scope, duration, and prohibited business activities. It must comply with Singapore competition law and maintain reasonable restrictions that protect legitimate business interests while remaining enforceable under Singapore courts.

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What is a Acquisition Non Compete Agreement?

An Acquisition Non Compete Agreement is essential in M&A transactions under Singapore law where the purchaser needs to protect the value of their acquisition. This document establishes restrictions on the seller's ability to compete with the acquired business, typically including geographic limitations, time periods, and specific prohibited activities. It must be carefully drafted to ensure compliance with Singapore competition law while remaining enforceable. The agreement is particularly crucial when the seller possesses significant knowledge, relationships, or expertise that could threaten the acquired business's value if used competitively.

What sections should be included in a Acquisition Non Compete Agreement?

1. Parties: Identification and details of the contracting parties

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

3. Definitions: Key terms used throughout the agreement including relevant legislation references to Competition Act, Contracts Act, and Companies Act

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

5. Duration: Time period for which restrictions apply, ensuring compliance with reasonable duration requirements under Singapore law

6. Geographic Scope: Territorial limitations of the restrictions, defined in accordance with Singapore competition law requirements

7. Consideration: Value provided in exchange for non-compete obligations, ensuring valid consideration under Singapore contract law

8. Remedies for Breach: Consequences and available remedies for violation, including injunctive relief and damages

What sections are optional to include in a Acquisition Non Compete Agreement?

1. Non-Solicitation Provisions: Additional restrictions on soliciting employees, customers, or suppliers - used when protecting against poaching of staff or clients

2. Confidentiality Obligations: Protection of confidential information and trade secrets - used when a separate confidentiality agreement is not in place

3. Assignment Rights: Rights to transfer obligations to other parties - included when transfer of rights might be needed in future

What schedules should be included in a Acquisition Non Compete Agreement?

1. Schedule 1 - Restricted Business Activities: Detailed list of specific activities covered by non-compete provisions

2. Schedule 2 - Geographic Territories: Detailed description and maps of restricted territories

3. Schedule 3 - Key Employees: List of key employees subject to restrictions, if applicable

4. Schedule 4 - Consideration Details: Detailed breakdown of consideration provided for non-compete obligations

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

Singapore

Publisher

Ƶ

Cost

Free to use
Relevant legal definitions























Clauses
























Industries

Competition Act (Cap. 50B): Primary legislation governing competition law in Singapore, particularly Section 34 which prohibits anti-competitive agreements. Must ensure non-compete provisions are reasonable and compliant.

Contracts Act (Cap. 53): Fundamental legislation governing contract formation, validity, and enforcement in Singapore, including principles of consideration and contract formation derived from English common law.

Employment Act (Cap. 91): Relevant when non-compete affects employees, covering employment transfer provisions and protection against unfair dismissal in acquisition contexts.

Restraint of Trade Doctrine: Singapore courts' position on non-compete clauses, requiring reasonableness in geographic scope, duration, and scope of restricted activities. Must protect legitimate business interests.

Companies Act (Cap. 50): Corporate law framework governing mergers and acquisitions, including directors' duties and obligations in acquisition contexts.

Industry-Specific Regulations: Sector-specific regulations that might affect the non-compete provisions, varying based on the industry involved in the acquisition.

Reasonableness Test Requirements: Legal standards for enforceability including geographic limitations, time duration, scope of restricted activities, and protection of legitimate business interests.

Public Interest Considerations: Legal requirement to ensure non-compete provisions do not excessively restrict competition or harm public interest under Singapore law.

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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