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Non Compete Asset Purchase Agreement Template for Denmark

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Key Requirements PROMPT example:

Non Compete Asset Purchase Agreement

I need a Non Compete Asset Purchase Agreement under Danish law for the acquisition of a software development company in Copenhagen, with a particular focus on protecting the source code and customer relationships, and a non-compete period of 3 years from March 2025.

What is a Non Compete Asset Purchase Agreement?

The Non Compete Asset Purchase Agreement is a specialized legal instrument used in business acquisitions where protecting the purchased business from future competition by the seller is crucial. This document is particularly relevant in Denmark, where non-compete provisions are strictly regulated and must comply with specific legal requirements regarding duration, geographical scope, and compensation. The agreement is commonly used in situations where the purchased assets include significant goodwill, customer relationships, or trade secrets that could be compromised if the seller were to compete directly after the sale. It combines standard asset purchase provisions with carefully crafted non-compete clauses that must align with both Danish and EU competition laws. The document is essential for transactions where maintaining the acquired business's market position and protecting its competitive advantage are vital to the purchase value.

What sections should be included in a Non Compete Asset Purchase Agreement?

1. Parties: Identification of the seller and purchaser, including full legal names, registration numbers, and addresses

2. Background: Context of the transaction, including brief description of the business and assets being purchased

3. Definitions: Definitions of key terms used throughout the agreement

4. Sale and Purchase of Assets: Details of the assets being transferred and the basis of transfer

5. Purchase Price: Purchase price, payment terms, and any adjustments

6. Closing: Conditions precedent, closing mechanics, and timing

7. Non-Compete Provisions: Detailed non-compete obligations including scope, duration, and geographical limitations

8. Seller's Warranties: Warranties regarding the assets, business, and authority to sell

9. Tax Matters: Tax implications and responsibilities related to the transfer

10. Confidentiality: Confidentiality obligations regarding the transaction and business information

11. Further Assurance: Obligations to execute further documents and take additional steps if needed

12. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes

13. Notices: Process and requirements for formal notices under the agreement

14. General Provisions: Standard boilerplate provisions including severability, entire agreement, and amendments

What sections are optional to include in a Non Compete Asset Purchase Agreement?

1. Employee Matters: Required if employees are being transferred or affected by the transaction

2. Intellectual Property Rights: Required if significant IP assets are included in the purchase

3. Real Estate: Required if real property assets are included in the purchase

4. Environmental Matters: Required if the business involves environmental risks or permits

5. Transitional Services: Required if seller will provide post-closing services to maintain business continuity

6. Data Protection: Required if personal data processing is involved in the transaction

7. Competition Clearance: Required if the transaction requires competition authority approval

What schedules should be included in a Non Compete Asset Purchase Agreement?

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

2. Schedule 2 - Excluded Assets: List of assets specifically excluded from the transfer

3. Schedule 3 - Purchase Price Allocation: Breakdown of purchase price across asset categories

4. Schedule 4 - Employees: List of affected employees and their key employment terms

5. Schedule 5 - Intellectual Property: Detailed list of IP rights being transferred

6. Schedule 6 - Contracts: List of contracts being transferred or requiring assignment

7. Schedule 7 - Properties: Details of any real estate assets included in the sale

8. Schedule 8 - Warranties: Detailed seller's warranties

9. Schedule 9 - Closing Actions: List of actions required to complete the closing

10. Appendix A - Form of Transfer Documents: Ƶ for asset transfer documentation

11. Appendix B - Non-Compete Declaration: Formal non-compete undertaking document

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 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

Manufacturing

Technology

Professional Services

Retail

Healthcare

Financial Services

Industrial

Software

Consumer Goods

Pharmaceuticals

Energy

Telecommunications

Real Estate

Agriculture

Transportation

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Executive Leadership

Commercial

Business Development

Compliance

Risk Management

Operations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Legal Director

Corporate Development Director

Head of Mergers & Acquisitions

Business Development Manager

Commercial Director

Chief Operating Officer

Finance Manager

Legal Counsel

Corporate Lawyer

Transaction Manager

Integration Manager

Risk Manager

Compliance Officer

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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