A non-compete stops you from running, owning, or working in a business that competes with the one you just sold, for a defined period and in a defined area.
Technically, it is a restraint preventing a person from carrying on, owning, or being employed in a competing business for a defined period within a defined area, generally enforceable in Australian M&A to the extent it protects the goodwill the buyer has paid for.
The buyer wants the period long and the geographic scope wide, tied loosely to wherever they might expand rather than where the business currently operates. The seller wants the period as short as defensible and the geography tied tightly to where the business actually competes today, not where the buyer hopes to compete tomorrow.
If you are staying on as an employee after completion, make the start date explicit and read the sale and employment restraints together. A restraint that starts only when later employment ends can keep you restricted for longer after completion.
What you as a seller should push back on: a restraint period justified by reference to how long the buyer wants protection rather than how long it actually takes for the goodwill to transfer, geographic scope drawn from the buyer’s ambitions rather than the target’s existing footprint, and overlapping sale and employment restraints whose start dates or combined duration extend beyond the protection being negotiated.