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PLAYBOOK TEMPLATES
Sale and Contribution Agreement
A Sale and Contribution Agreement formalizes the transfer of assets or capital into a joint entity. This playbook analyzes valuation methods, assumption of liabilities, and closing deliverables.
Post-Closing Covenants
Negotiation strategy
Ensure that the post-closing covenants are clearly defined with specific timelines and responsibilities. Negotiate for comprehensive transition services to facilitate a smooth handover.
Limit the scope and duration of non-compete obligations to protect your future business opportunities. Ensure that cooperation obligations are reasonable and achievable.
Essential elements
1
Transition Services
Services provided post-closing.
2
Non-Compete Provisions
Restrictions on competitive activities.
3
Cooperation Obligations
Mutual assistance in transition.
Action framework
ACCEPT
Propose edits if the scope of services or duration is unclear or overly burdensome.
EDIT
Reject if the covenants impose unreasonable restrictions or lack mutual obligations.
ADD
Add language to address any missing elements critical to business continuity.
PRO TIP
Always verify that the covenants comply with jurisdiction-specific requirements to ensure enforceability.
Real-world examples
FAVORABLE
Preferred Post-Closing Covenant
"The Seller agrees to provide transition services for a period of [X months] post-closing, including [specific services]. The Seller shall not engage in competitive activities within [geographic area] for [duration]. Both parties agree to cooperate fully in all matters relating to the transition."
NEUTRAL
Fallback Post-Closing Covenant
"The Seller will assist in the transition for a reasonable period post-closing. Non-compete obligations shall be limited to [specific activities] for [duration]. Cooperation shall be on a best-efforts basis."
UNFAVORABLE
Inadequate Post-Closing Covenant
"The Seller may provide transition services at their discretion. Non-compete obligations are undefined, and cooperation is optional."
Alternative scenarios & positions
High-Risk Projects
In high-risk projects, ensure that post-closing covenants include detailed risk mitigation strategies and contingency plans.
Cross-Border Transactions
For cross-border deals, tailor covenants to address international compliance and cultural differences in business practices.
Technology Transfers
When technology is involved, include specific provisions for IP rights and data security in post-closing covenants.
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WEEK 1
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WEEK 2
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WEEK 3
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WEEK 4
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