The Non-Compete Clause In Share Purchase Agreement is essential in Pakistani business transactions where a company or individual is acquiring shares and wishes to protect the acquired business from competition by the selling shareholder(s). This document is particularly crucial in scenarios where the seller possesses significant industry knowledge, customer relationships, or trade secrets that could potentially harm the business if used competitively. Under Pakistani law, such clauses must be carefully drafted to balance business protection with constitutional rights to trade and commerce. The document typically includes specific details about restricted activities, geographic limitations, duration of restrictions, and consideration provided for the non-compete obligations. It must comply with both the Contract Act 1872 and Competition Act 2010, while considering relevant Pakistani court precedents on restrictive covenants.
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1. Parties: Identification of the Seller(s), Purchaser(s), and the Company whose shares are being transferred
2. Background: Context of the transaction, including current shareholding structure and business nature
3. Definitions and Interpretation: Key terms used in the agreement, including specific business terminology and technical definitions
4. Sale and Purchase of Shares: Core transaction terms including number of shares, price, and payment mechanisms
5. Non-Compete Obligations: Detailed restrictions on competitive activities, including scope, duration, and geographical limitations
6. Duration and Geographic Scope: Specific timeframe and territorial limits of the non-compete restrictions
7. Prohibited Activities: Detailed description of activities the Seller is restricted from engaging in
8. Consideration for Non-Compete: Specific consideration being provided for the non-compete obligations
9. Exceptions and Permitted Activities: Activities explicitly allowed despite the non-compete restrictions
10. Representations and Warranties: Standard and specific warranties regarding the shares, business, and capacity to enter into non-compete
11. Remedies and Enforcement: Consequences of breach and enforcement mechanisms
12. Governing Law and Jurisdiction: Confirmation of Pakistani law application and jurisdiction for disputes
13. Execution: Signature blocks and execution formalities
1. Confidentiality Obligations: Additional confidentiality provisions beyond standard non-compete - used when sensitive information is involved
2. Non-Solicitation: Restrictions on soliciting employees, customers, or suppliers - included when business relationships are crucial
3. Training and Transition Support: Terms for post-sale support or training - used when seller's expertise is valuable
4. Independent Legal Advice: Confirmation of receiving independent legal advice - used in high-value or complex transactions
5. Tax Provisions: Specific tax-related terms - included when transaction has significant tax implications
6. Regulatory Compliance: Additional compliance requirements - needed for regulated industries
7. Dispute Resolution: Alternative dispute resolution mechanisms - included when parties prefer arbitration/mediation
1. Share Details: Detailed description of shares being transferred including share certificates numbers and class
2. Business Description: Detailed description of the Company's business activities covered by non-compete
3. Competing Businesses: List of specific competitors or competing activities covered by restrictions
4. Geographic Territories: Detailed maps or descriptions of restricted geographic areas
5. Payment Schedule: If consideration is paid in installments or includes deferred payments
6. Existing Customer List: List of current customers covered by non-solicitation (if applicable)
7. Key Employee List: List of key employees covered by non-solicitation (if applicable)
8. Regulatory Approvals: List of required regulatory approvals and status
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