Can I include a non-compete clause in a Business Purchase Agreement?

Many purchase agreements do include non-competes, which are typically geographically limited and limited in terms of duration. The implication for the seller is straight forward. As a practial matter, the buyer benefits from a non-compete because it limits competion from the seller for business within the community in which the buyer will operate following the purchase of the business, or competition from the seller over the same potential customers, which aids profitability.

At the closing of the purchase, you will likely sign a Bill of Sale tranferring the assets of the business, and an Assignment and Assumpition agreement transferring or assigning any rights and responsibilites related to any contracts to which the business is a party to. The purchase agreement will likely have a due diligence period in which the seller provides access to the buyer to examine the books of the business and assets including any contracts related thereto and a provision allowing the buyer to cancel or terminate the sale within a certain period time following expiration of the due diligence period.

A Business Purchase Agreement does not REQUIRE witnesses. However, witnesses, if unaffiliated and uninterested 3rd parties, witness the execution signatures on the Business Purchase Agreement, it may become important if a dispute arises between buyer and seller.

A North Carolina business purchase agreement typically includes due diligence. During due diligence, the buyer has the opportunity to explore the deal and investigate the business to be purchased. The buyer is usually allowed to terminate a business purchase agreement during the due diligence period simply by providing proper notice to the seller. Upon terminating a business purchase agreement during due diligence, the buyer is usually not entitled to a refund of a due diligence fee but might be entitled to a refund of a deposit. There are also several other termination options that could be included in a business purchase agreement. To avoid conflict and confusion, ideally, a contract should clearly articulate how it can be terminated. If you need assistance with a North Carolina business purchase agreement, you might consider consulting with a knowledgeable North Carolina corporate attorney. Good luck!

Due diligence is an important aspect of a business purchase agreement. Like due diligence in real estate transactions, in a business purchase, due diligence is the buyer's opportunity to verify material facts and circumstances. This is why, in many cases, the buyer will condition the offer to purchase upon due diligence. A prospective buyer should consider consulting with a knowledgeable attorney before executing a business purchase agreement.