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Acquired Sales Force Agreement and Non-Compete Review

Non-compete agreement review for an acquired device sales force that reads every rep's agreements, applies counsel's rule for the state each rep works in, and shows which departures would put which hospitals at risk.

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The problem

A thousand agreements decide who stays, and none is joined to the accounts

When a device company buys another, it buys reps who are in the cath lab for the case, who hold the hospital's vendor credentials and whom the physicians call. What holds them sits in offer letters, employment agreements, commission plans and retention letters, and whether a covenant holds depends on the state where the rep works and when they signed.

Human resources and counsel read those papers into a spreadsheet by hand. Sales operations exports territories and booked cases separately. Nobody ties the two together, so a rep with only a non-solicit can resign the week a retention letter pays, and the back-up rep may hold no credential at the hospital.

Built forHuman resources partnersEmployment counselSales leadersSales operations analysts

The Problem Today

An acquired sales force's covenants sit in a thousand agreements, and nobody ties them to the hospitals reps cover.

~1 in 5
US workers held by a non-compete, per a federal estimate published
1,560
hours to read one deal's sales force agreements by hand our estimate

Read by hand today

  • Offers
  • Covenants
  • Pay plans
  • Territories
  • Law changes by stateA clause that holds in one state is void in the next
  • Retention cliffsA retention letter pays out, then holds nobody

The Solution

  1. Each agreement readCovenants, governing law and assignment, each with its passage
  2. Ruled by the rep's stateCounsel's table, by where each rep works and when they signed
  3. Tied to accounts and casesSales, booked cases and the buyer's credentialed reps, per territory
  4. Plans signed by four peopleAward and back-up coverage prepared, approved, reviewed and signed

Built-in controls

  • Signers read each clause to the end first
  • A plan waits while a reading is unconfirmed
  • Names and pay shown only to roles that need them

What You Get

Human resources and counsel act on the reps whose leaving would cost cases, while there is still time.

  • A drafted award per territoryWith its sum and the merger agreement's pay promise
  • Back-up reps readyCredentialed at the hospitals that matter
  • New agreements by stateWhat each state lets them carry
One deal, one territory first

A non-compete agreement review of 212 reps, starting with Territory 31

One device maker bought another. Its 212 reps cover 2,600 accounts, and every retention letter pays on one day and then holds nobody. Offers go out before the end of the year.

demoBoth companies, their reps, the accounts and every dollar here are invented; territories, people and figures are sample data. State rules are plain summaries for counsel to confirm.

  1. 01Read

    94 of 212 territories hold $253.2M on covenants that would not keep it

    HR business partner

    Each state on the map is drawn with one square per territory, shaded by what its rep's agreements hold: a non-compete that likely holds, a non-solicit only, confidentiality only, or unsigned. 36 of the weak ones carry at least $3.0M and need a plan before offers go out. Its next-step bar points at Territory 31.

  2. 02Read

    A rep hired after the state's cut-off: non-solicit only, 14 accounts, 22 cases

    HR business partner

    This rep signed after the state stopped enforcing new non-competes, so that clause was left blank. A 12-month customer non-solicit remains, and it also bars accepting business, which counsel must rule on. Her retention letter pays $40,000 once and nothing after. Her new employer's draft pay plan sits below the merger agreement's promise.

  3. 03Prepare

    Award prepared at $45,000: 1.1% of $4,100,000, rounded down, under the cap

    HR business partner

    A retention planner agent drafted the sum from the guideline: 1.1% of last-12-month sales is $45,100, rounded down to $45,000, under the cap of 25% of $214,000 target total cash. It is paid in two halves, each repaid on resignation before its date. She prepares the award and signs it with her own password.

  4. 04Prepare

    A back-up rep is credentialed at 9 of 14 accounts; 5 requests go out

    Sales operations analyst

    Signed in as herself, sales operations sees the accounts and cases but not the agreement text, which is shown only to human resources and counsel. Next, the coverage matcher found one of the buyer's reps already credentialed at 9 accounts, covering 14 of the 22 November cases. Another 8 stay with the current rep until the requests clear.

  5. 05Approve

    Sales leadership must read the whole plan, award and coverage, to the end

    Vice president of sales

    His approve button stays shut until the plan has been open long enough to read and scrolled to its last line. In plain words it says: non-solicit only, 14 accounts, $4.1M of sales, 22 cases, an award of $45,000, and the back-up rep credentialed at 9 of 14 accounts.

  6. 06Approve

    Approved with his own password; the legal reading is still to sign

    Vice president of sales

    He approves the award and the coverage together. Three of five steps are now green in the plan panel, each with who and when. Two steps remain, the legal reading and the plan owner's signature, and nothing has been offered to the rep yet.

  7. 07Legal

    Counsel reads the non-solicit, assignment, governing law and signature page

    Senior employment counsel

    A legal reading pack holds the passages that decide the reading, and the state's rule beside them. It counted as read after 11.2 seconds open and a scroll to the end of its 149 words, timed to its length. An agent applied counsel's own rule table; whether the clause holds is his call.

  8. 08Legal

    He signs the legal reading: non-solicit only, as the agents read it

    Senior employment counsel

    With the pack read, he signs the reading with his own password and the meaning legal review. Had he disagreed with the agent, he would correct the reading with a reason, and the plan would wait. A stronger reading than the agent's is held for senior counsel by rule.

  9. 09Sign

    Plan owner signs last, and the plan count moves to 1 of 36

    HR business partner

    All five steps are green, each with a name and a time. Evidence for the plan downloads, and a reopen button sits beside it: reopening clears every signature. On the map the territory takes a check mark, and 35 plans remain to prepare.

Territory 31's retention award, worked from the guideline

A planner agent shows the sum; human resources prepares it and the sales leader approves it.

Last-12-month sales, 14 accounts$4,100,000
At 1.1% of sales$45,100
Cap, 25% of $214,000 target total cashNot reached$53,500
Award, rounded down to $500$45,000
Retention letter from the acquired company, paid onceNothing after it$40,000

demoSample data, from the working solution.

What the read turned up that a covenant spreadsheet alone would miss

Each came from joining the agreements to pay, accounts and credentials.

136 retention letters pay on one day

After that date they hold nobody. Plans for the weak territories have to be signed before it.

A new pay plan below the promise

142 reps' next-year targets fall under the merger agreement's 12-month promise. Each plan keeps the old target through it.

Weak covenants with nobody to cover

19 territories have weak covenants and no credentialed rep from the buyer, with 301 November cases between them.

A clause broader than soliciting

Territory 31's non-solicit also bars accepting business. An agent flags it; counsel decides whether it holds.

demoSample data, from the working solution.

Around the plan

Wave, agreements and state rules behind the non-compete review

What human resources, counsel and sales operations work from across the deal.

36 plansEvery weak territory with at least $3.0M, ordered by sales at risk, with covenants, cases, award, held readings and status.
Retention wave29 plans, $1,127,500 of awards and $104.0M of sales in one decision. Each signer opens the same fixed sample of 8 first.
1,040 agreements31 readings below 90% confidence go to counsel one by one. All others are confirmed state by state on a sample.
Coverage by regionWhere the buyer's reps already hold credentials, where they partly do, and the exposed territories with nobody to cover their cases.
State rulesCounsel's own table with the source for each state, and a pending update that waits for counsel to sign before it applies.
Audit trailFirst the agents' read, then each person's step on the plan with its signature meaning. It exports with the deal file.

demoSample data, from the working solution.

Four signatures on every plan, and the plan owner signs last

Nobody checks their own work, and each signer sees only what their role needs.

HR business partner
Sees
Covenants, pay and the drafted award
Signs
Prepares the award; signs the plan as owner
Sales operations analyst
Sees
Accounts, cases and credentials, without agreement text
Signs
Prepares back-up coverage
Vice president of sales
Sees
Whole plan, award and coverage
Signs
Approves awards, coverage and the wave
Senior employment counsel
Sees
Passages that decide each reading, and the state rule
Signs
Signs the legal reading and rule changes
Associate employment counsel
Sees
Low-confidence readings and state samples
Signs
Confirms or corrects readings
Who reads the HR folder

Six agents read and join the papers; none of them decides who stays

They sort, read, rule by counsel's table, link and draft. People prepare, approve and sign.

Agreement sorter

Matches the files to each rep and type, and flags those unsigned or missing.

  • Never opens health, benefits or family records
Covenant reader

Reads each covenant, its length, area, law and assignment, with its passage and confidence.

  • Never fills a term the text does not hold
State rule checker

Applies counsel's rule table to each rep's work state and signing date.

  • Never gives a legal opinion; counsel confirms
Territory and account linker

Ties reps to territories, accounts, sales, booked cases and credentials.

  • Never reads case notes, field reports or complaint records
Coverage matcher

Lays the buyer's territories over the acquired ones and proposes a credentialed back-up.

  • Never moves an account or books a rep
Retention planner

Drafts awards within the guideline and flags pay below the merger agreement's promise.

  • Never makes an offer or contacts a rep
  • Never decides who stays

What the people on an integration keep for themselves

Agents read and draft. Offers, rulings and coverage stay with named people.

Whether a covenant holdsCounsel signs each legal reading. Its state rule checker applies counsel's table and gives no opinion.
Who gets an awardHuman resources prepares it, the sales leader approves it, and nothing is offered to a rep until the plan is signed.
Moving an accountSales operations prepares coverage and the sales leader approves it. No agent books a rep or moves an account.
A rule changeA new state rule waits for counsel's signature before it touches a reading.
Reopening a planAny reopen clears every signature on it, and the plan is signed again from the start.

What HR and employment counsel ask about non-compete agreement review

What is a non-compete agreement review after an acquisition?

A non-compete agreement review reads each acquired rep's agreements to see what would hold them if they left. This one rules each covenant by the state where the rep works, ties it to the rep's accounts, sales and booked cases, and drafts a retention plan where the risk is.

Does it give legal advice?

No. It applies counsel's own state rule table and shows the passage and the rule side by side. Employment counsel confirms or corrects each reading and signs it.

What happens when a state changes its law?

An update waits on the rules screen until counsel signs it. Only then does it apply to readings, and the territories it changes are shown.

Who sees reps' pay and agreements?

Only the roles that need them. Sales operations sees accounts, cases and credentials without agreement text. Regional managers from the acquired company see their own team's status.

How are the retention awards sized?

From the company's guideline: a share of the territory's sales, rounded down, under a cap set against target total cash. It also flags any new pay plan below the merger agreement's promise.

Does it read case notes or field reports about devices?

No. Cases come in as counts and dates only. Case notes, field reports and complaint records are never read.

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Share the target's HR folder
and its territory list.

We will read every agreement, rule it by state and show you the territories to plan for first.

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