A Non-Compete Agreement After Acquisition is essential in Malaysian corporate transactions to protect the acquiring company's interests and maintain the value of the purchased business. This document becomes relevant immediately following the completion of a business acquisition, serving to prevent former owners, key employees, or shareholders from competing with the acquired business. Under Malaysian jurisdiction, such agreements must be carefully drafted to ensure enforceability, as courts scrutinize non-compete provisions for reasonableness in terms of duration, geographical scope, and business activities restricted. The agreement typically includes detailed definitions of restricted activities, specific geographical boundaries, time limitations, and provisions for enforcement, all while maintaining compliance with Malaysian competition law and common law principles.
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1. Parties: Identification of the acquirer and the person(s) or entities being restricted
2. Background: Context of the acquisition transaction and rationale for the non-compete restrictions
3. Definitions: Key terms including Restricted Business, Territory, Restricted Period, Confidential Information, and other relevant definitions
4. Non-Compete Obligations: Core restrictions on competitive activities, clearly defining prohibited actions
5. Duration and Territory: Specific timeframe and geographical scope of the restrictions
6. Non-Solicitation: Restrictions on soliciting employees, customers, and suppliers
7. Confidentiality: Obligations regarding confidential information and trade secrets
8. Acknowledgments: Acknowledgment of reasonableness and necessity of restrictions
9. Remedies: Available remedies in case of breach, including injunctive relief
10. Governing Law and Jurisdiction: Specification of Malaysian law and jurisdiction
1. Independent Legal Advice: Confirmation that parties have received independent legal advice, recommended for stronger enforceability
2. Assignment: Rights to assign the agreement to other entities, particularly relevant in group company structures
3. Severability: Provisions for severing unenforceable terms while maintaining others, particularly important in Malaysian context
4. Consideration: Specific section detailing consideration if not clearly linked to acquisition agreement
5. Exceptions: Specific allowed activities or carve-outs from restrictions
6. Reporting and Compliance: Obligations to report compliance or potential violations
1. Schedule 1 - Restricted Territory: Detailed description of geographical areas covered by restrictions
2. Schedule 2 - Restricted Business Activities: Detailed list of specific business activities that are restricted
3. Schedule 3 - Key Customers/Suppliers: List of specific customers or suppliers covered by non-solicitation provisions
4. Schedule 4 - Consideration Details: Details of any specific consideration linked to the non-compete obligations
5. Appendix A - Related Acquisition Documents: Reference to relevant sections of the main acquisition agreement
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