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Non-Competition Agreement (Seller)

Draft Seller Non-Compete Agreements in Minutes

8 minutes with Para

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Get started with Para

Para is an AI colleague for legal teams. Send it this work by email, Teams or Slack, and it hands back the finished document.

8 minutes with Para

What you'll need

  • Asset Purchase Agreement

Plans from $20 a month, with usage included.

Workflow

Overview

Drafting non-competition agreements for asset purchases requires careful attention to enforceability standards, geographic scope, and temporal restrictions that vary by jurisdiction. Attorneys spend hours researching reasonable restrictions, customizing boilerplate language, and ensuring alignment with the underlying purchase agreement, all while balancing buyer protection with seller concerns about overly broad restraints.

CaseMark automates the creation of comprehensive, enforceable non-competition agreements tailored to your asset purchase transaction. Simply input key deal terms, and our AI generates customized non-compete, non-solicitation, and confidentiality provisions with appropriate restricted periods and territories, ensuring consistency with your APA while incorporating best practices for enforceability.

How to hand this to Para

  1. 1. Send Para the files

    Email them, drop them in a Teams or Slack message, or upload them.

  2. 2. Para runs the Non-Competition Agreement (Seller) skill

    It works from your files and checks its citations against the record.

  3. 3. The finished document comes back

    Para returns it where you asked, usually as a DOCX, and offers the next step.

Example request · email, Teams or Slack
Para, run the Non-Competition Agreement (Seller) skill for the Garcia matter. I've attached the Asset Purchase Agreement. Send the finished draft back here as a DOCX.

What you get

  • Document Header and Parties

  • Recitals and Background

  • Non-Competition Covenant

  • Non-Solicitation of Customers

  • Non-Solicitation of Employees

  • Restricted Period Definition

  • Restricted Territory Definition

  • Acknowledgment of Reasonableness

  • Injunctive Relief Provisions

  • Signature Blocks

Required documents

  • Asset Purchase Agreement

    The underlying APA that references this non-competition obligation

    .pdf, .docx

Supporting documents

  • Business Information

    Details about the seller's business, customer base, and geographic operations

    .pdf, .docx, .txt

  • Prior Non-Compete Agreements

    Existing restrictive covenant agreements for reference or consistency

    .pdf, .docx

Why teams use it

Generate complete non-competition agreements in under 10 minutes versus 2-3 hours manually

Ensure enforceability with jurisdiction-appropriate restrictions and reasonable scope limitations

Maintain consistency between the non-compete agreement and underlying asset purchase agreement

Include comprehensive non-solicitation provisions covering customers, employees, and contractors

Customize restricted periods and territories based on your specific transaction requirements

Questions

What makes a non-competition agreement enforceable?

Enforceability depends on reasonableness of scope, duration, and geographic restrictions. CaseMark helps you draft agreements with appropriate limitations that courts are more likely to uphold, including reasonable time periods (typically 2-5 years), defined territories based on actual business operations, and clear legitimate business interests being protected.

How long should the restricted period be in a seller non-compete?

Restricted periods typically range from 2-5 years depending on the industry, transaction value, and jurisdiction. CaseMark allows you to customize the duration based on your specific deal terms while ensuring the restriction is reasonable and proportionate to the goodwill being purchased.

What's the difference between non-competition and non-solicitation clauses?

Non-competition clauses prevent the seller from engaging in competing business activities, while non-solicitation clauses specifically prohibit targeting the company's customers, employees, or contractors. CaseMark includes both types of restrictions to provide comprehensive protection for the buyer's investment and acquired goodwill.

Do I need a separate non-compete agreement or can it be in the APA?

While non-compete provisions can be included in the APA, a separate agreement is often preferred for clarity, enforceability, and to bind individual seller principals who may not be parties to the APA. CaseMark generates standalone agreements that reference and complement your asset purchase agreement.

How do I determine the appropriate restricted territory?

The restricted territory should reflect where the business actually operates and where the buyer needs protection from competition. CaseMark helps you define territories based on geographic radius, specific markets, customer locations, or other reasonable boundaries that courts will recognize as protecting legitimate business interests.

Can a seller challenge a non-compete agreement after signing?

Sellers can challenge overly broad or unreasonable restrictions in court. CaseMark helps minimize this risk by generating agreements with reasonable scope, appropriate consideration (the purchase price), and acknowledgment provisions where the seller confirms the restrictions are necessary and reasonable to protect the buyer's investment.

What remedies are available if a seller violates the non-compete?

Remedies typically include injunctive relief to stop the violation and monetary damages for losses incurred. CaseMark includes provisions acknowledging that breaches cause irreparable harm and that the buyer is entitled to seek immediate injunctive relief without posting bond, plus recovery of attorney's fees and costs.

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