Contact
← All workflows

Non-Competition Agreement (Seller)

Draft Seller Non-Compete Agreements in Minutes

8 minutes with CaseMark

Fast lane

We have it from here.

Choose the fast one-off run here, or jump into the workspace when you want saved history, revisions, and a fuller matter workflow.

Run this once here

Best for a quick one-off job. Add your email, upload the files, and we'll run the workflow and send the result to your inbox.

1. Add your email so we know where to send the result.

2. Upload the files you want analyzed.

3. Run the workflow and we'll take it from there.

Use in Workspace

Best for ongoing matters

Save and reopen matters, keep documents together, refine the output, rerun with changes, and export or share polished work product when you're done.

Open in Workspace

Need more context?

Scroll for the workflow details below if you want to review what this run handles, what documents help, and what the output looks like.

If this is part of a live matter, the workspace is the better fit: you can keep your documents together, revisit the result, and keep working without starting from scratch.

Jump to detailsOpen in Workspace

Start here

Run this workflow now

Best for a fast one-off run. Add your email, upload the files, and we'll deliver the result without sending you into the full app.

Workflow

Non-Competition Agreement (Seller)

Step 1 · Deliver to

Step 3 · Run this workflow

Workflow

Non-Competition Agreement (Seller)

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.

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 it works

  1. 1. Upload your documents

  2. 2. AI analyzes and extracts key information

  3. 3. Review and customize the generated content

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

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

What it handles

  • 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.

Related

Access and Indemnity Agreement (Due Diligence)

Draft Property Access Agreements in Minutes with AI

Access Indemnity Agreement

Draft Access & Indemnity Agreements in Minutes

Ad Fund Agreement

Draft Ad Fund Agreements in Minutes, Not Hours