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non solicitation agreements

i have a transaction that is about to close but parties cannot agree on the non solicitation. Both parties have agreed to everything, including the non compete but the buyers want the non solicitation clause to prohibit seller from having any contact with customers, even to sell them non competing products or services. The seller wishes to keep contact with a couple key clients to sell them a product from the sellers new venture--which both parties agree will in no way compete with the buyers line of business. The buyers want to prohibit any solicitation for five years, even for this non competing product. The seller has a very large earnout and is thus very incented to in no way harm buyers relationship with customers. Since he has this strong incentive and only wants to introduce his new non competing product, he feels such a non solicitation is too broad, unenforceable and won't agree to it.
Experience, ideas?

Tim Kruse

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