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Non Compete Asset Purchase Agreement Template for Germany

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Key Requirements PROMPT example:

Non Compete Asset Purchase Agreement

"I need a Non Compete Asset Purchase Agreement for acquiring a software development company in Munich, with special focus on protecting intellectual property rights and preventing the seller from competing in the DACH region for 3 years after closing in March 2025."

Document background
The Non-Compete Asset Purchase Agreement is a specialized legal instrument used in German business transactions where a company or individual acquires business assets while ensuring the seller cannot compete with the transferred business. This document is particularly crucial in scenarios where the value of the purchased assets significantly depends on customer relationships, trade secrets, or market position. The agreement must carefully balance the buyer's interest in protecting the acquired business value with German legal requirements, including limitations on non-compete duration and scope. It includes comprehensive details about the assets being transferred, purchase price mechanisms, warranties, and specifically crafted non-compete provisions that comply with German competition law and constitutional principles. This type of agreement is commonly used in business sales, restructuring, and strategic acquisitions where protecting the purchased business from seller competition is essential for maintaining its value.
Suggested Sections

1. Parties: Identification of the buyer and seller with full legal details

2. Background: Context of the transaction and brief description of the business and assets

3. Definitions: Defined terms used throughout the agreement

4. Sale and Purchase of Assets: Description of assets being transferred and purchase price

5. Purchase Price and Payment Terms: Detailed payment structure, timing, and any adjustments

6. Non-Compete Provisions: Scope, duration, and geographical limitations of non-compete obligations

7. Closing Conditions: Prerequisites for completion of the transaction

8. Seller's Warranties: Representations and warranties regarding the assets and business

9. Buyer's Warranties: Basic representations regarding authority to enter into agreement

10. Tax Matters: Allocation of tax liabilities and responsibilities

11. Indemnification: Mutual indemnification provisions and liability limitations

12. Confidentiality: Protection of confidential information exchanged

13. Notices: Communication procedures between parties

14. Governing Law and Jurisdiction: Specification of German law and competent courts

15. General Provisions: Standard boilerplate clauses including severability, amendments, etc.

Optional Sections

1. Employee Matters: Used when employees are being transferred with the assets

2. Intellectual Property Rights: Detailed when IP assets are a significant part of the purchase

3. Real Estate Provisions: Required when real property is included in the asset purchase

4. Environmental Matters: Necessary for businesses with environmental compliance requirements

5. Transition Services: Include when post-closing operational support is needed

6. Bank Guarantees: When payment security or performance guarantees are required

7. Competition Law Compliance: Detailed provisions when transaction size requires merger control

8. Data Protection: When personal data or significant customer databases are involved

Suggested Schedules

1. Asset Schedule: Detailed inventory of all assets being transferred

2. Excluded Assets: List of assets explicitly excluded from the transaction

3. Purchase Price Calculation: Detailed breakdown of purchase price components

4. Encumbrances: List of existing liens, charges, or other encumbrances

5. Required Consents: List of third-party consents needed for closing

6. Intellectual Property Rights: Detailed list of IP assets being transferred

7. Key Contracts: List of important contracts being assigned

8. Completion Obligations: Checklist of closing deliverables and actions

9. Disclosed Matters: Specific disclosures against warranties

10. Form of Transfer Instruments: Templates for asset transfer documentation

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions














































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Relevant Industries

Technology

Manufacturing

Professional Services

Healthcare

Retail

Financial Services

Industrial

Consumer Goods

Software

Pharmaceuticals

Telecommunications

Automotive

Energy

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Business Development

Compliance

Risk Management

Commercial

Strategy

Tax

Operations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

General Counsel

Corporate Development Director

Mergers & Acquisitions Director

Business Development Manager

Corporate Lawyer

Legal Counsel

Finance Director

Investment Manager

Commercial Director

Risk Manager

Compliance Officer

Integration Manager

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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