I'm looking at buying into a retail small business (50/50 ownership as goal) – however seller has put in a pretty strong and wide reaching non-compete within the NDA. There are a million reasons this deal could fall apart – many of them completely innocent (realize we don't share a vision, valuation disagreement etc) – I can't put myself in a spot where I'm unable to pursue either a retail or online presence if this deal doesn't work. I'm not unsympathetic at all as to where the current owner is coming from (their lawyer however is the one pushing for the non-compete and telling them it's a must have). How do I help the other side address valid concerns within the NDA or the selling process in general, without a non-compete and without limiting me to less information than I need to buy in. As I'm buying into a partnership, it's not just about numbers. It's about discussing vision and future plans.
Edit: This is in Canada – and I'm not worried about the legality of this more than how to navigate it from a negotiation stand point