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Non Compete Seller

Draft Seller Non-Compete Agreements in Minutes, Not Hours

12 minutes with CaseMark

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Upload your documents and get a finished work product in minutes. New accounts get $5 free to run their first skill.

12 minutes with CaseMark

What you'll need

  • Asset Purchase Agreement
  • Deal Terms Summary

SOC 2 Type II · HIPAA compliant · $5 free credit

Workflow

Overview

CaseMark's Non-Competition & Non-Solicitation Agreement drafter automatically generates enforceable restrictive covenant agreements for seller principals in asset purchase transactions. By analyzing your APA and deal terms, it produces a comprehensive, jurisdiction-aware agreement covering non-compete, customer non-solicitation, and employee non-solicitation covenants with built-in enforceability protections.

Drafting non-competition and non-solicitation agreements for asset purchase closings is time-intensive and error-prone. Attorneys must manually cross-reference APA terms, tailor geographic and temporal restrictions, navigate jurisdiction-specific enforceability requirements, and ensure comprehensive remedy provisions — all under tight closing deadlines.

CaseMark automates the drafting of seller non-compete agreements by analyzing your Asset Purchase Agreement and deal terms to generate a complete, enforceability-optimized restrictive covenant agreement. The AI handles cross-referencing, defined terms, covenant structuring, and remedy provisions, delivering a polished draft ready for attorney review and closing.

How it works

  1. 1. Upload your executed or near-final Asset Purchase Agreement and deal terms summary

  2. 2. AI analyzes party names, business description, geographic scope, and applicable law

  3. 3. Review and customize the fully drafted non-compete and non-solicitation agreement

  4. 4. Export the finalized agreement in your preferred format (DOCX, PDF)

What you get

  • Preamble and Recitals with APA Cross-References

  • Defined Terms (Restricted Period, Territory, Competitive Business)

  • Non-Competition Covenant with Carve-Outs

  • Customer and Employee Non-Solicitation Covenants

  • Acknowledgments and Reasonableness Provisions

  • Remedies, Severability, and Blue-Pencil Reformation

  • General Provisions and Signature Block

What it handles

  • Generates complete non-competition and non-solicitation covenants tailored to your deal terms

  • Includes enforceability-optimized blue-pencil and reformation provisions

  • Covers customer non-solicitation, employee non-solicitation, and competitive business restrictions

  • Produces jurisdiction-aware acknowledgment and reasonableness language

  • Drafts injunctive relief, tolling, and damages remedy provisions

  • Includes standard general provisions: governing law, venue, assignment, and counterparts

Required documents

  • Asset Purchase Agreement

    The executed or near-final APA containing party names, business description, closing date, and purchase price structure

    .pdf, .docx

  • Deal Terms Summary

    Summary of key deal terms including covenantor identity, geographic scope, restriction duration, and applicable governing law

    .pdf, .docx, .txt

Supporting documents

  • Prior Non-Compete Agreements

    Any existing restrictive covenant agreements involving the seller principal for reference and consistency

    .pdf, .docx

  • Business Operations Summary

    Detailed description of acquired business operations, products, services, markets, and customer base for precise covenant tailoring

    .pdf, .docx

Why teams use it

Reduce agreement drafting time from hours to minutes while maintaining deal-specific precision

Ensure enforceability with built-in blue-pencil reformation, tolling, and reasonableness acknowledgments

Maintain consistency across multiple M&A closings with standardized yet customizable covenant language

Minimize revision cycles with comprehensive coverage of all standard restrictive covenant provisions

Questions

What types of transactions does this agreement cover?

CaseMark's non-compete drafter is designed specifically for seller principals in asset purchase transactions. It generates ancillary restrictive covenant agreements commonly required at M&A closings, business acquisitions, and asset sales.

Does the agreement account for state-specific enforceability rules?

Yes. CaseMark incorporates jurisdiction-aware language and includes blue-pencil and reformation provisions to maximize enforceability under your specified governing law. However, you should always have counsel review the output for compliance with your specific jurisdiction's requirements.

What restrictive covenants are included in the drafted agreement?

The agreement covers three core covenants: non-competition (prohibiting involvement in competitive businesses), customer non-solicitation (restricting outreach to acquired customers), and employee non-solicitation (preventing recruitment of transferred employees and contractors).

Can I customize the restricted period and geographic territory?

Absolutely. CaseMark uses the restriction duration and geographic scope you provide in your deal terms to generate tailored definitions for Restricted Period and Restricted Territory. You can further refine these in the output before finalizing.

Does the agreement include remedy and enforcement provisions?

Yes. CaseMark drafts comprehensive remedy provisions including injunctive relief, monetary damages, tolling of the restricted period during any breach, and attorney fee provisions — all critical for practical enforceability.

How long does it take to generate the agreement?

CaseMark typically generates a complete, deal-specific non-competition and non-solicitation agreement in approximately 10-12 minutes, compared to the hours typically required for manual drafting and customization.

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