--- title: "What non-compete terms should you ask for when buying a website or online business?" url: https://firstpassmemo.com/answers/non-compete-terms-when-buying-a-website/ updated: 2026-10-26 publisher: FirstPass Memo (hello@firstpassmemo.com) --- Answers # What non-compete terms should you ask for when buying a website or online business? Short answer: Ask the seller not to start or help a competing business in the same niche, and not to approach your customers, sponsors, suppliers or staff, for a fixed period after closing. Our rule of thumb is 12 to 24 months for small deals. Keep it narrow enough to enforce, and have a lawyer check it. Updated 26 October 2026 · Figures checked against their sources on 26 October 2026 · By Joan Murphy (https://firstpassmemo.com/about/joan-murphy/) (pen name) · How we check (https://firstpassmemo.com/methodology/) · Corrections (https://firstpassmemo.com/editorial-policy/) ## Check a listing now, free FirstPass Memo offers a free red-flag checker for business-for-sale listings and a $79 first-pass memo on a specific listing you send, paid after delivery. Paste any listing below for payback, the asking multiple and its red flags. Nothing you paste leaves your browser. Open the full checker (https://firstpassmemo.com/checker/) to unlock every flag with its seller question. Only know the price and monthly profit? Put them in the link and the check runs on its own: firstpassmemo.com/checker/?ask=45000&profit=1500 (https://firstpassmemo.com/checker/?ask=45000&profit=1500&via=box). ## Why does a non-compete matter in a small website sale? In a small online business, much of what you pay for sits in the seller's head: the niche, the keywords, the suppliers, the sponsors and the audience. Nothing stops a seller from taking your money and starting the same site again next month, or quietly emailing your best sponsor, unless the agreement says so. A non-compete, together with a non-solicit, is the clause that protects the goodwill you are paying for. This is a buyer's checklist, not legal advice. Whether a clause can be enforced depends on the law where the seller lives and the law the agreement chooses, so have a lawyer check the wording. ## What should the clause cover? - Scope: the business you are buying, described specifically. "A website or online store selling camping cookware" is enforceable in more places than "any online business". - Length: a fixed period from the closing date. Our rule of thumb is below. - Where: for an online business, define the market by language, country or sales channel (for example "English-language sites and Amazon stores in the US and UK") rather than a radius around a town. - Non-solicit: the seller will not approach the business's customers, subscribers, sponsors, affiliates, suppliers, writers or contractors, or try to move them elsewhere. - No reuse of assets: the seller will not reuse the content, product designs, email list, brand or similar domain names. - Non-disparagement and confidentiality: no public criticism of the business, and no sharing of its numbers or supplier terms. - Carve-outs: the seller's other existing businesses, listed by name, so both sides know what is allowed. ## How long should a non-compete last? These are our rules of thumb for businesses priced roughly $10k to $150k, not market data. - Content or affiliate site: 12 to 24 months. - Ecommerce or Amazon FBA store: 12 to 24 months, with the non-solicit covering suppliers by name. - Small SaaS: 24 to 36 months, because the seller knows the customers and the code. - Newsletter or community built on the seller's name: 24 to 36 months, and a written plan for how the seller steps back from the audience. Longer is not automatically safer. A clause that is far wider or longer than the business needs is the kind that a court may cut down or refuse to enforce. ## What should worry you in the seller's response? - Refusing any non-compete. Ask why. The usual answer is that they plan to keep working in the niche, which you should price in or walk away from. - Other sites in the same niche. Ask the seller to list every website, store, channel and newsletter they own or run. Anything not listed should not be carved out. - A vague reason for sale. "Moving on to other projects" is fine; "starting something similar" is not. See why someone sells a profitable website (https://firstpassmemo.com/answers/why-would-someone-sell-a-profitable-website/) and the generic-reason-for-sale flag (https://firstpassmemo.com/flags/generic-reason-for-sale/). - The seller owns the audience channel. If sponsors or customers deal with the seller personally, the non-solicit matters more than the non-compete. ## How do you make it more than a promise? Enforcing a clause through the courts is slow and expensive for a small deal. Money is the practical lever: a holdback or a seller note (https://firstpassmemo.com/answers/how-does-seller-financing-work-when-buying-a-website/) that the buyer can offset against if the seller breaks the non-compete gives the clause weight. Put the non-compete in the letter of intent (https://firstpassmemo.com/answers/what-to-include-in-an-loi-when-buying-a-website/) from the start, because sellers resist new restrictions added late. ## A composite example This is a composite clause for illustration, not template legal text. For a $45,000 content site about home espresso equipment: "For 18 months from closing, the seller will not own, run, write for or advise any website, newsletter or video channel about home coffee equipment in English; will not contact the site's advertisers, affiliate managers or writers to move their business elsewhere; and will not register domain names containing the site's brand. The seller's existing travel blog, named in Schedule 2, is excluded. $4,500 is held in escrow for 90 days and may be offset against losses from a breach." Before you negotiate any of this, paste the listing into the free red-flag checker (https://firstpassmemo.com/checker/) to see whether owner hours, a single sponsor or a vague reason for sale make the non-compete more important than usual. ## Frequently asked questions ### Are non-competes in a business sale enforceable? Often more so than employee non-competes, because the seller is paid for the goodwill, but the rules differ by country and by US state. A narrow scope, a reasonable length and a lawyer's review in the seller's jurisdiction improve the odds. ### Is a non-compete the same as the handover period? No. The handover is the time the seller must help you after closing; the non-compete is the time they must stay out of your market. The non-compete usually runs much longer. See how long the handover should be (https://firstpassmemo.com/answers/how-long-should-the-handover-period-be-when-buying-a-website/). ### Should I pay extra for a non-compete? For a small website it is normally part of the price. If the seller asks for more, treat it as a sign they intend to stay in the niche and value the business with that risk in mind. ## Sources - FirstPass Memo, red-flag checker rules (https://firstpassmemo.com/flags/), our own rules, published as /rules.json - FirstPass Memo, seller question bank, October 2026 (general checklist) (https://firstpassmemo.com/get/seller-questions-general), our own questions ## Related - Free red-flag checker (https://firstpassmemo.com/checker/) - What to include in an LOI (https://firstpassmemo.com/answers/what-to-include-in-an-loi-when-buying-a-website/) - How long should the handover period be? (https://firstpassmemo.com/answers/how-long-should-the-handover-period-be-when-buying-a-website/) - Why would someone sell a profitable website? (https://firstpassmemo.com/answers/why-would-someone-sell-a-profitable-website/) - How seller financing and earnouts work (https://firstpassmemo.com/answers/how-does-seller-financing-work-when-buying-a-website/) - Red flag: generic reason for sale (https://firstpassmemo.com/flags/generic-reason-for-sale/) - Max offer calculator (https://firstpassmemo.com/tools/max-offer-calculator/) - Asset purchase agreement checklist (https://firstpassmemo.com/answers/asset-purchase-agreement-checklist-for-buying-a-website/) - Glossary of listing terms (https://firstpassmemo.com/glossary/) - More questions buyers ask (https://firstpassmemo.com/answers/) Composite examples are invented and labelled. Figures from other sites are quoted with a link and the date we read them; FirstPass figures are asking prices and seller-stated profit, not sale prices. Informational screening only, not investment, legal or tax advice. ## Looking at a specific listing? Get a full memo — $79, pay after delivery. Paste the link; your memo arrives within 24 hours (Mon–Fri). $79, pay after delivery: we send the memo first, then a payment link. Human quick reviews cost $199–$390. --- FirstPass Memo is informational screening, not investment, legal, tax, accounting or valuation advice, and not an audit. Seller figures are not independently verified. HTML version: https://firstpassmemo.com/answers/non-compete-terms-when-buying-a-website/