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Ryan Smith, DDS

Non-compete

A contract clause restricting a seller (or departing associate) from practicing within a set distance and time after leaving.

Also called: restrictive covenant

A non-compete, or restrictive covenant, is a contract clause preventing a seller (or, in an employment context, a departing associate) from practicing dentistry within a defined geographic radius for a defined period of time after leaving. For a practice sale, it exists to protect the value the buyer just paid for: without it, a seller could theoretically open up down the street a year later and take the exact patient base the buyer purchased right back.

The specific radius and time period matter enormously and vary widely by market (a rural practice may need a much larger radius than an urban one with a smaller natural draw area), and enforceability varies significantly by state, with some states limiting or restricting non-competes more than others regardless of what the contract says. What a contract states and what a court will actually enforce are not always the same thing, so this is a term to have reviewed by an attorney familiar with your specific state's law, not assumed from a template.

A non-compete should also cover any redo or complication liability from the seller's prior work, typically for two to three years post-sale, since problem cases from before the sale are a common and expensive surprise for buyers who didn't address it in the contract.

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