Sign up to save your podcasts
Or
Share Master Non-Competes in IT M&A: Protect Your Deal
Share to email
Share to Facebook
Share to X
Share to email
Share to Facebook
Share to X
Or
Master Non-Competes in IT M&A: Protect Your Deal
Matt Lockhart and Ryan Barnett discuss the importance of non-compete and non-solicitation clauses in M&A deals for tech services companies. Non-competes protect buyers’ interests by preventing sellers from using their knowledge and relationships to compete. Duration can range from one to five years, with shareholder agreements often lasting five years. Scope should be specified to avoid overly broad restrictions. Enforceability varies by state. Non-solicitation clauses protect against employee poaching. Consideration for non-competes can include cash. Sellers should carefully review these clauses with legal counsel to ensure they are market-standard and not overly restrictive.
️ 1. What’s the real purpose of a non-compete clause in an M&A deal?
Sets the stage — you’re establishing that these aren’t just “standard boilerplate,” but real tools for protecting the buyer’s investment. It also shows that you get why buyers insist on them.
️ 2. How long and how broad should a typical non-compete be in IT services M&A?
Matt can share “market standard” ranges for duration (1–3 years? 5 years?) and scope (regional vs. national vs. global). It’s a super practical question that your audience will care about — they’re probably Googling it right now!
️ 3. What’s the difference between a non-compete and a non-solicit clause?
Many sellers (and even some buyers) confuse the two. This question lets Matt explain how they overlap and where they differ — adding clarity for your listeners.
️ 4. Are non-competes really enforceable? Or do some states or countries treat them as worthless?
There’s a lot of confusion (and myth!) around whether these are even enforceable. It’s a chance to cut through the noise and talk about how jurisdiction and real-world enforcement actually play out in deals.
️ 5. What’s the risk of agreeing to a non-compete that’s too broad?
Sellers need to know that signing an overly broad non-compete can kill their ability to start a new business down the road. This question lets Matt highlight the hidden risks and why careful negotiation matters.
️ 6. How can sellers negotiate a more balanced non-compete clause?
This makes it practical — Matt can share tactics or language that can help sellers carve out reasonable carve-outs, narrow the scope, or tie the clause to actual buyer concerns (not just blanket restrictions).
️ 7. What’s one of the biggest mistakes you see sellers make when reviewing these clauses?
A “closing” question that lets Matt share a cautionary tale or real-life example — which always resonates with listeners and makes the advice sticky.
Listen to Shoot the Moon on Apple Podcasts or Spotify.
Buy, sell, or grow your tech-enabled services firm with Revenue Rocket.
View all episodes
Matt Lockhart and Ryan Barnett discuss the importance of non-compete and non-solicitation clauses in M&A deals for tech services companies. Non-competes protect buyers’ interests by preventing sellers from using their knowledge and relationships to compete. Duration can range from one to five years, with shareholder agreements often lasting five years. Scope should be specified to avoid overly broad restrictions. Enforceability varies by state. Non-solicitation clauses protect against employee poaching. Consideration for non-competes can include cash. Sellers should carefully review these clauses with legal counsel to ensure they are market-standard and not overly restrictive.
️ 1. What’s the real purpose of a non-compete clause in an M&A deal?
Sets the stage — you’re establishing that these aren’t just “standard boilerplate,” but real tools for protecting the buyer’s investment. It also shows that you get why buyers insist on them.
️ 2. How long and how broad should a typical non-compete be in IT services M&A?
Matt can share “market standard” ranges for duration (1–3 years? 5 years?) and scope (regional vs. national vs. global). It’s a super practical question that your audience will care about — they’re probably Googling it right now!
️ 3. What’s the difference between a non-compete and a non-solicit clause?
Many sellers (and even some buyers) confuse the two. This question lets Matt explain how they overlap and where they differ — adding clarity for your listeners.
️ 4. Are non-competes really enforceable? Or do some states or countries treat them as worthless?
There’s a lot of confusion (and myth!) around whether these are even enforceable. It’s a chance to cut through the noise and talk about how jurisdiction and real-world enforcement actually play out in deals.
️ 5. What’s the risk of agreeing to a non-compete that’s too broad?
Sellers need to know that signing an overly broad non-compete can kill their ability to start a new business down the road. This question lets Matt highlight the hidden risks and why careful negotiation matters.
️ 6. How can sellers negotiate a more balanced non-compete clause?
This makes it practical — Matt can share tactics or language that can help sellers carve out reasonable carve-outs, narrow the scope, or tie the clause to actual buyer concerns (not just blanket restrictions).
️ 7. What’s one of the biggest mistakes you see sellers make when reviewing these clauses?
A “closing” question that lets Matt share a cautionary tale or real-life example — which always resonates with listeners and makes the advice sticky.
Listen to Shoot the Moon on Apple Podcasts or Spotify.
Buy, sell, or grow your tech-enabled services firm with Revenue Rocket.