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Non-Competition Agreement

The collection is based on 69 Non-Competition Agreements recently filed on EDGAR. They are selected as standalone agreements, as opposed to non-compete agreements drafted as part of another agreement, such as an employment or acquisition agreement.

Non-Competition Agreement

 

Statement of Agreement

 

 

NON-COMPETITION AGREEMENT

THIS NON-COMPETITION AGREEMENT (this “Agreement”) is made as of [AGREEMENT DATE] (the “Effective Date”) by and between [PARTY 1] and [PARTY2].

 

Purchase, License or Performance

 

 

 

 

Consideration; Mechanics of Exchange

Consideration

Nature of the Consideration

Acknowledgement Clause (12%)

¢ Additional Consideration (13%)

¢ Additional Token Consideration (3%)

¢ Compensation under Incentive Plan (3%)

¢ Offer of Employment (4%)

¢ Severance Payments (10%)

1. Consideration. “[PARTY2] expressly acknowledges that the covenants of this Agreement are supported by good and adequate consideration, and that such covenants are reasonable and necessary to protect the legitimate business interests of the [PARTY1] [in connection with the Acquisition].”

[Alternative (Additional Consideration)

In consideration for [PARTY2]’s compliance with the obligations under this Agreement, [PARTY2] shall receive from [PARTY1] the sum [AMOUNT OF CONSIDERATION] [in cash] [on the Closing Date]. [[PARTY2] acknowledges and agrees that the terms of this Agreement are reasonable in light of the good, adequate and valuable consideration which [PARTY2] shall receive pursuant to the Purchase Agreement.]]

See Other Examples

 

Representations

 

 

 

 

Covenants

Non-Competition

See, also Non-Competition Clauses in other agreements

Scope of the Non-Competition Covenant

Restatement of Consideration

Restricted Period (See Term)

Restrictions

o  Restricted Businesses

o  Restricted Activities

o  Restricted Area

Exceptions

o  Stock Ownership

o  Charitable Activities

o  Nature of Termination

o  No Personal Involvement

2. Non-Competition. For a period of [Restricted Period] [following the date of this Agreement / Termination of Employment], [Party] will not, directly or indirectly, alone or in conjunction with any other person or entity, own, manage, operate or control or participate in the ownership, management, operation or control of, or become associated, as an employee, director, officer, advisor, agent, consultant, principal, partner, member or independent contractor with or lender to, any person or entity engaged in or aiding others to engage in [Restricted Business], located anywhere in the [Restricted Territory].”

See Other Examples

 

Non-Disclosure

Scope of the Non-Disclosure Covenant

Hold information in strict confidence

 Protect information

Restrict dissemination

Not to disclose to third parties

Use information solely for stated purpose

Additional Obligations

 

 

Non-Solicitation

Scope of the Non-Solicitation Covenant

Employees and consultants

Customers

Business Opportunities

 

 

Acknowledgement


3. Acknowledgement. [PARTY2] expressly agrees that the Restricted Period, Restricted Business and Restricted Territory are supported by good and adequate consideration, and that such covenants are reasonable and necessary to protect the legitimate business interests of the [PARTY1] [and are a material inducement to [PARTY1] to enter into this Agreement].

 

Conditions

 

 

 

 

Indemnification

 

 

 

 

Term and Termination

 

Term of the Agreement

Fixed Period (See, Covenants)

NOTE: Typically the terms is covered in the non-competition covenant.

 

 

Remedies

 

Remedies on Breach

Breach

o  Threatened breach

Acknowledgement of reasonableness

Equitable remedies

o  Permanent injunction

o  Temporary injunction

Without Bond or proof of damages

4. Remedies. Any breach of this Agreement may result in irreparable damage to [Party2] for which [Party 2] will not have an adequate remedy at law. Accordingly, in addition to any other remedies and damages available, [Party1] acknowledges and agrees that [Party2] may immediately seek enforcement of this Agreement by means of specific performance or injunction, without any requirement to post a bond or other security.

 

General Provisions

General Provisions

¢ Short Form (single clause)

¢ Long Form (a la carte)

Entire Agreement

Counterparts

Amendment

Notices

Binding Effect

No Third Party Beneficiaries

Assignment

Governing Law

Jurisdiction

No Waiver of Rights

More clauses…

5. General Provisions

5.1. Entire Agreement. This Agreement constitutes the entire agreement between the parties, and supersedes all prior agreements, representations and understandings of the parties, written or oral.

5.2. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement.

5.3. Amendment. This Agreement may be amended only by written agreement of the parties.

5.4. Notices. All notices permitted or required under this Agreement shall be in writing and shall be delivered in person or mailed by first class, registered or certified mail, postage prepaid, to the address of the party specified in this Agreement or such other address as either party may specify in writing. Such notice shall be deemed to have been given upon receipt.

5.5. Assignment. This Agreement shall not be assigned by either party without the consent of the other party.

5.6. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of [________], without regard to its conflict of laws rules.

5.7. No Waiver of Rights. A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege.

 

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