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Non Compete Non Solicitation Agreement
"I need a Non-Compete Non-Solicitation Agreement for a senior software developer in Manila, Philippines, who will have access to our proprietary technology and client relationships, with a restriction period of 12 months post-employment starting from January 2025."
1. Parties: Identifies and defines the contracting parties - typically the employer/company and the employee/contractor
2. Background: Explains the context of the agreement, the business relationship between the parties, and the legitimate business interests being protected
3. Definitions: Defines key terms used throughout the agreement, including 'Confidential Information', 'Competing Business', 'Territory', and 'Restricted Period'
4. Non-Compete Obligations: Details the specific restrictions on competing activities, including scope, duration, and geographic limitations
5. Non-Solicitation of Customers: Specifies restrictions on approaching or dealing with customers or potential customers of the protected business
6. Non-Solicitation of Employees: Outlines restrictions on recruiting or attempting to recruit employees of the protected business
7. Duration and Territory: Clearly defines the time period and geographic area where restrictions apply
8. Acknowledgments: Contains statements from the restricted party acknowledging the reasonableness of restrictions and receipt of consideration
9. Remedies: Specifies available remedies in case of breach, including injunctive relief and damages
10. General Provisions: Standard contract clauses including governing law, severability, and modification provisions
1. Garden Leave: Optional provision for paid non-compete period, typically used for senior executives or key employees
2. Consideration: Separate section detailing specific consideration provided for the restrictions, required when agreement is signed post-employment
3. Return of Property: Details obligations regarding return of company property and materials, relevant when combined with separation agreement
4. Survival: Specifies which provisions survive termination of employment or business relationship
5. Trade Secrets Protection: Additional provisions specifically protecting trade secrets, useful for technical or specialized roles
6. Independent Contractor Provisions: Special provisions when the restricted party is an independent contractor rather than employee
1. Schedule A - Restricted Territory: Detailed description or map of the geographic area where restrictions apply
2. Schedule B - Competing Businesses: List of specific competitors or types of competing businesses covered by the agreement
3. Schedule C - Protected Customers: List of specific customers or customer categories covered by non-solicitation provisions
4. Schedule D - Consideration Details: Breakdown of any financial or other consideration provided for the restrictions
5. Appendix 1 - Acknowledgment Form: Form for periodic reaffirmation of obligations, particularly for long-term restrictions
Authors
Technology
Financial Services
Healthcare
Professional Services
Manufacturing
Retail
Telecommunications
Pharmaceutical
Information Technology
Management Consulting
Engineering
Sales and Distribution
Research and Development
Education and Training
Business Process Outsourcing
Sales
Business Development
Research and Development
Executive Leadership
Product Development
Client Services
Technical Operations
Strategic Planning
Customer Relations
Marketing
Engineering
Professional Services
Account Management
Operations
Information Technology
Chief Executive Officer
Chief Technology Officer
Sales Director
Business Development Manager
Senior Software Engineer
Account Manager
Regional Sales Manager
Product Manager
Research Scientist
Technical Lead
Senior Consultant
Client Relations Manager
Operations Director
Senior Marketing Manager
Department Head
Vice President
Territory Manager
Key Account Executive
Technical Specialist
Strategic Planning Director
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