What it is actually restricting
A non-compete in a website sale is a promise not to build or operate a competing business for a defined period after closing. In practice it names four things: the subject or niche, the length of time, sometimes a geography, and often the specific assets you cannot reuse. It is standard in almost any sale where the seller's knowledge is part of what made the business work, which is nearly all of them. The negotiation is never about whether there is one, only about how wide it is.
The four dimensions to read
Scope: what counts as competing. A clause naming your niche is reasonable; one naming an entire industry is not. Duration: how long it runs. Geography: often meaningless for an online business, but occasionally drawn to match the audience's location. And carve-outs for what you may reuse — your own name, generic skills, an unrelated project already running. Each of these is a separate negotiation, and sellers who treat the clause as a single yes-or-no lose the ability to trade one against another.
How long they typically run
Published accounts vary more than you would expect. Some sources put website-sale non-competes at six months to two years; others describe two to five years as the norm for a business sale generally. The clustering is around two to three years. The useful test is not what is typical but what the buyer actually needs: long enough to establish ownership of the audience and no longer. A period that outruns that purpose is the part a court is most likely to look at sceptically, and the part most worth pushing back on.
Why a sale non-compete is stronger than an employment one
This is the fact most sellers get wrong, and it matters. Courts treat the two differently: a non-compete attached to the sale of a business is looked at *less* critically than one imposed on an employee, because the seller was paid for it and had bargaining power. Commentary on the US position notes that in the context of a business sale, courts look less critically at covenants not to compete precisely because they do not raise the same concerns about a person's ability to earn a living. Do not assume the headlines about non-competes being unenforceable apply to you. They generally describe employment agreements.
Where the 2024 to 2026 rule changes leave you
There has been significant regulatory activity around non-competes in the United States, and it has been widely reported as a ban. As of this writing there is no federal ban in effect, and — importantly for anyone reading this — the activity has consistently carved out non-competes given in connection with a bona fide sale of a business. So a buyer can still legitimately require one to protect the goodwill they paid for. State law varies considerably on top of that, which is why the answer to whether yours is enforceable is genuinely jurisdictional.
What the reasonableness test means in practice
Even where enforceable in principle, a clause can be rejected or narrowed for being broader than the interest it protects. Courts examine duration, geographic reach and the definition of the restricted activity, and a clause failing on any of them can be cut back or struck. This cuts both ways: as a seller it is your argument against an overreaching clause, and as a buyer it is the reason to draft something specific rather than something maximal. An unenforceable non-compete protects nobody.
It usually arrives with a non-solicitation clause
The two are different and they frequently appear together. A non-compete limits the business you may run; a non-solicitation limits who you may approach — the customers, subscribers and staff transferring with the sale. On a content site or newsletter, the second protects what the buyer actually bought, which is why an experienced buyer will often accept a narrower non-compete in exchange for a firm non-solicitation. That trade is available to you and worth asking for.
What it does to the price
A sensible non-compete supports the valuation and its absence reduces it, because a buyer cannot ignore the possibility of competing with the person who knows the audience best. If you have a real reason not to sign one, raise it early rather than at closing, and expect the price to reflect it. Offering one proactively on a business where you are the visible operator is one of the cheaper ways to remove a buyer's largest objection.
Get it read by someone in your jurisdiction
This page is general context, not advice, and the enforceability of any specific clause turns on where you are and how it is drafted. Before signing anything at the scale of a real business sale, have it read by a qualified lawyer in your jurisdiction — an hour of their time is trivial next to the transaction, and the clauses that cause problems later are the ones nobody read closely at the time.
- Read four dimensions separately: scope, duration, geography and carve-outs — they are separate negotiations.
- Two to three years is the common clustering, though published ranges run from six months to five years.
- Sale non-competes are treated LESS critically by courts than employment ones. The ban headlines are about employment.
- As of writing there is no US federal ban, and bona fide business sales are carved out of the rule activity.
- Trade a narrower non-compete for a firmer non-solicitation — buyers often prefer that anyway.
A non-compete is part of what you are selling. Get a free valuation so you know what the restriction is worth against the price.
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