Mergers & Acquisitions

During the due diligence period of a prospective sale of a business, a buyer typically has access to a seller’s personnel, vendor lists and clients to determine the value of the business. A non-solicitation clause prevents that buyer exploiting the information or poaching the contacts to use it for its own business. Without a non-solicitation clause a buyer could obtain a competitor’s trade secrets by simply pretending to buy a seller’s business. Such non-solicitation clauses often prohibit the buyer from soliciting the sellers’ clients or personnel for certain period of time, often a full year.