A non-compete is a restraint preventing a person from carrying on, owning, or being employed in a business that competes with the target business for a defined period and within a defined area. In Australian M&A, non-competes given by the seller are routine and generally enforceable to protect the goodwill the buyer has paid for, provided they are no broader than reasonably necessary.

Non-compete periods in Australian sub-$20M deals typically run two to four years from completion, with geographic scope tied to the area in which the target business actually operates. Where the seller is staying on as an employee post-completion, the non-compete typically runs from the end of the employment relationship rather than completion.