The Restrictive Covenants Shareholders Agreement is essential when companies need to protect their business interests from competition by their shareholders. This document is particularly important in the United States, where enforcement varies by state and must comply with both federal and state antitrust laws. It typically includes detailed provisions on non-competition, non-solicitation of employees and customers, and confidentiality obligations. The agreement is commonly used during corporate restructuring, investment rounds, or when bringing in new shareholders who may have access to sensitive information or significant market influence.
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1. Parties: Identification of all shareholders and the company
2. Background: Context of the agreement and purpose of the restrictive covenants
3. Definitions: Key terms used throughout the agreement including Confidential Information, Restricted Business, Territory
4. Non-Competition Covenants: Core restrictions on competitive activities, including scope, duration, and geographic limitations
5. Non-Solicitation Covenants: Restrictions on soliciting customers, employees, and suppliers
6. Confidentiality Obligations: Provisions protecting confidential information and trade secrets
7. Duration and Territory: Specific timeframes and geographical areas where restrictions apply
8. Enforcement and Remedies: Methods of enforcement and available remedies for breach
1. Garden Leave: Provisions for paid leave during restricted period - used when dealing with senior executives or key employees
2. Transfer Restrictions: Limitations on share transfers to competitors - used when specific share ownership concerns exist
3. Consideration: Specific compensation for restrictive covenants - used when additional consideration is being provided
4. Carve-outs: Specific exceptions to restrictions - used when certain activities need to be permitted
1. Schedule of Shareholders: List of all shareholders and their shareholdings
2. Restricted Territory Map: Geographic illustration of restricted areas
3. Competitor List: Defined list of specific competitors if applicable
4. Confidential Information Schedule: Detailed list of protected information and trade secrets
5. Consideration Schedule: Details of any consideration provided for the restrictions
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