Non-Compete
Written by Christopher Krassnig - Founder - Kairos Exchange and ZenoX Media.
Published
- Checks in every memo8
- Automatic on day one3 of 8
- Read by handad spend and processor payouts
- Tracked ecom salesEUR 200M+ZenoX ad-management figures, not Kairos deal volume - Kairos hasn't closed a deal yet.
Non-Compete is the clause in a purchase agreement where the seller promises not to start or help run a competing store for a set stretch after closing. Online-store deals typically run it one to five years, most often three, scoped to the niche and geography actually sold. Without one, a seller could pocket the price and rebuild the same store under a new name the following month.
What Makes One Enforceable
Courts test three things: the time it runs, the geography or market it covers, and whether it protects a real interest instead of just punishing the seller for selling. A clause with no end date, or one written to cover every niche the seller has ever touched, invites a court to strike it down entirely rather than narrow it. The tighter and more specific the scope, the more likely it survives a challenge, which runs backwards from how sellers instinctively want to negotiate it. On Kairos the non-compete sits inside the same asset purchase agreement template every deal signs, scoped deal by deal rather than copied wholesale from a generic form.