I have a deal where the seller owns another company in the same industry as the target company and the seller doesn't agree to a complete non-compete that excludes any activity in the industry. The companies are in the same NAICS code category, but the target sells services to firms that are like the seller's other business. So the clients of the target company compete with the seller's other business in the same end markets downstream. The seller wants a non-compete that stops at the target's current customer segment, rather than all segments that could be served including those end markets. The services overlap considerably. Geography is not a mitigating factor. I'm curious to know if anyone has encountered something like this and whether this amounts to a deal breaker. We do have a 15% seller note on full standby (10 years) already. Is this sufficient?