Non Compete Agreement between Independent Contractor and Client - Word & PDF Template Form Pro · IE-law
✓ Valid in Ireland · drafted to comply with local law
Create your Non Compete Agreement between Independent Contractor and Client - Word & PDF Template Form for use in Ireland. Answer a few plain-English questions and the document fills in automatically as you go — then download it in Word and PDF, ready to sign or share. This version has been professionally rewritten to comply with local law.
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NON-COMPETE AND CONFIDENTIALITY AGREEMENT
BETWEEN
________
(the "Client")
AND
________
(the "Independent Contractor")
(each a "Party" and together the "Parties")
This Non-Compete and Confidentiality Agreement (the "Agreement") is made and is effective from ________.
BACKGROUND
A. The Client, ________, is ________, bearing registration/tax reference number ________, having its registered office/principal place of business at:
________
B. The Independent Contractor, ________, is ________, bearing registration/tax reference number ________, having its registered office/principal place of business at:
________
C. The Parties have agreed to enter into an agreement entitled '________', dated ________. Throughout this Agreement, 'the Contract' shall refer to the agreement entered into between the Independent Contractor and the Client on ________.
D. The Independent Contractor will perform the following services under the Contract (the "Services"):
________
NOW IT IS HEREBY AGREED as follows:
§ 1. OBLIGATION OF NON-COMPETITION
1.1. The Independent Contractor acknowledges and accepts that through the performance of the Contract it is exposed to, and operationalises, important information and material relevant to the commercial viability and strategic performance of the Client in the marketplace. The Parties agree that the Client has a legitimate proprietary interest in protecting its goodwill, reputation, trade connections and confidential information, and that the use of such information and material to the competitive disadvantage of the Client would cause significant commercial damage to the Client.
1.2. For the duration of the Contract and for a period of ________ following its expiry or termination, the Independent Contractor shall refrain from:
a. any direct or indirect professional engagement with any association, corporation, individual, self-employed person or other undertaking which is in direct competition with the Client, irrespective of whether the Independent Contractor receives any remuneration; and, in so refraining, the Independent Contractor shall not advise, consult with, provide financial support to, or cause the conduct of any such business in direct competition with the Client; and
b. establishing any enterprise, joint venture, partnership or sole trading operation with the intent of providing a service that is in direct competition with the Client's service.
1.3. For the purposes of this Agreement, "direct competition" means any undertaking that operates in an industry or market in which it is likely to gain a competitive advantage over the Client by utilising confidential information, trade secrets, "know-how", strategies or tactics acquired by the Independent Contractor during the Contract, or any industry or market which seeks to attract the same customers as the Client.
1.4. Undertakings in direct competition shall specifically include those operating in the following industry/marketplace:
________
1.5. The restrictions on the Independent Contractor's activities under this Clause 1 shall apply in respect of the following geographic location: ________.
1.6. The restrictions imposed by this Clause 1 may be lifted in whole or in part with the prior written consent of the Client.
1.7. The Parties acknowledge and agree that the restrictions contained in this Agreement are no greater than is reasonably necessary to protect the legitimate business interests of the Client, and that the duration, geographic scope and subject matter of each covenant are reasonable having regard to the nature of the Services and the position of the Independent Contractor.
§ 2. OBLIGATION OF NON-SOLICITATION
2.2. For the duration of the Contract and for a period of ________ following its expiry or termination, the Independent Contractor shall refrain from:
a. encouraging any employee or independent contractor engaged by the Client to withdraw from the contracts they hold with the Client for any purpose, including but not limited to the purposes of engaging with a competing undertaking;
b. offering or presenting any employee or other independent contractor engaged by the Client with alternative employment or business opportunities in any business, association, corporation, sole trader or other undertaking that is in competition with the Client; and
c. soliciting or enticing any actual or prospective customer identified by the Client away from their business with the Client for the purposes of diverting that business to an alternative business, association, corporation, sole trader or other undertaking that is in competition with the Client.
2.3. The restrictions in respect of employees or other independent contractors engaged by the Client shall apply only in respect of those employees or independent contractors engaged by the Client during the currency of the Independent Contractor's Contract and with whom the Independent Contractor had material dealings.
§ 3. CONFLICT OF INTEREST
3.1. The Independent Contractor represents and warrants that it has no interest, direct or indirect, that would in any way conflict with the effective performance of the Contract or with the commercial interests of the Client.
3.2. The Independent Contractor shall take all reasonable measures to prevent the occurrence of any event or condition that could result in an actual or potential conflict between the personal or professional interests of the Independent Contractor and the commercial interests of the Client.
3.3. The Independent Contractor shall promptly notify the Client should any actual or potential conflict of interest arise during the performance of the Contract. The Independent Contractor shall notify the following individual in the event such a conflict of interest arises: ________ (________).
§ 4. OBLIGATIONS OF NON-DISCLOSURE OF CONFIDENTIAL INFORMATION
Definition of 'Confidential Information':
4.1. For the purposes of this Agreement and the relationship between the Parties, 'Confidential Information' shall include all information of a sensitive, proprietary or commercial nature, including but not limited to:
a. customer information;
b. business operational information;
c. financial information;
d. product processing information; and
e. marketing and development information.
4.2. Confidential Information does not include:
a. information that is in the public domain otherwise than by breach of this Agreement;
b. information known to the Independent Contractor prior to its disclosure by the Client;
c. information acquired by the Independent Contractor through legitimate means independent of the Client; and
d. information that the Independent Contractor has been authorised in writing by the Client to disclose.
4.3. To the extent that any Confidential Information constitutes personal data, the Independent Contractor shall process such data only in accordance with Regulation (EU) 2016/679 (the General Data Protection Regulation) and the Data Protection Act 2018, and solely for the purposes of performing the Contract.
4.4. Nothing in this Agreement shall prevent the Independent Contractor from making a protected disclosure within the meaning of the Protected Disclosures Act 2014, or from disclosing information where required to do so by law or by order of a court or competent regulatory authority.
Obligations of non-disclosure:
4.5. The obligations of non-disclosure shall be binding on the Independent Contractor for the duration of the Contract and shall continue without limit in time following its expiry or termination.
4.6. The Independent Contractor shall maintain Confidential Information in a safe and secure location, whether physical or electronic, and shall take all necessary measures to avoid its unauthorised disclosure or acquisition.
4.7. The Independent Contractor shall refrain from disclosing, disseminating or publishing any Confidential Information to any third party, including family and friends, and shall maintain Confidential Information in the strictest confidence.
4.8. The Independent Contractor shall not use any Confidential Information in any manner that serves the commercial interest of any undertaking in direct competition with the Client, including any undertaking established by the Independent Contractor.
4.9. The Independent Contractor shall not disclose any Confidential Information to any member of any association, business, enterprise or undertaking that is in direct competition with the Client.
4.10. The Independent Contractor shall return any Confidential Information in its possession at the request of the Client, or upon the expiry or termination of the Contract, including any material connected to or derived from the Confidential Information, any original versions, reproductions, outlines, analyses or comment thereon.
§ 5. CONSIDERATION
5.1. In consideration of the Independent Contractor observing the restrictive covenants set out in this Agreement, the Independent Contractor receives the benefit of the Contract dated ________, together with the further sum of ________, the receipt and sufficiency of which the Independent Contractor hereby acknowledges.
5.2. In particular, the Independent Contractor shall receive the following rate of remuneration under the Contract: ________ (________) per hour.
§ 6. SEVERABILITY
6.1. In the event that any provision, term or condition of this Agreement is found to be invalid, unlawful, void or unenforceable by a court of competent jurisdiction, such provision shall be severed from this Agreement and the remaining provisions, terms and conditions shall continue in full force and effect.
6.2. The Parties agree that where any restrictive covenant contained in this Agreement is found to be unreasonable or unenforceable by reason of its duration, geographic scope or subject matter, such covenant shall be deemed amended to the extent necessary to render it valid and enforceable, while preserving as far as possible the original intention of the Parties.
§ 7. BREACH AND REMEDIES
7.1. The Independent Contractor acknowledges and accepts that any breach of the obligations contained in this Agreement may cause the Client significant and irreparable commercial damage for which damages alone may not be an adequate remedy.
7.2. The Independent Contractor agrees that, in addition to any other remedy available to the Client at law or in equity, the Client shall be entitled to seek injunctive relief and specific performance to restrain any actual or threatened breach of this Agreement, together with the recovery of any costs and expenses, including reasonable legal fees, incurred in enforcing its rights hereunder.
§ 8. ASSIGNMENT, WAIVER AND VARIATION
8.1. The Independent Contractor shall not assign, transfer or sub-contract any of its rights or obligations under this Agreement without the prior written consent of the Client. The Client may assign the benefit of this Agreement to any successor in title or to any member of its group of companies.
8.2. No failure or delay by either Party in exercising any right or remedy under this Agreement shall operate as a waiver of that right or remedy, nor shall any single or partial exercise preclude any further exercise thereof.
8.3. No variation of this Agreement shall be effective unless made in writing and signed by or on behalf of each of the Parties.
§ 9. ENTIRE AGREEMENT
9.1. The Parties acknowledge that the terms, conditions, rights and obligations set out in this Agreement represent the entirety of the agreement between the Parties in respect of the obligations of 'Non-Competition', 'Non-Solicitation' and 'Confidentiality'.
9.2. This Agreement supersedes and takes precedence over any existing or prior agreement, written or oral communication, discussion or understanding between the Parties in relation to the obligations of 'Non-Competition', 'Non-Solicitation' and 'Confidentiality'.
§ 10. NOTICES
10.1. Any notice to be given under this Agreement shall be in writing and shall be delivered by hand, by pre-paid registered post or by email to the relevant Party at the address set out in the Background to this Agreement, or to such other address as that Party may notify in writing from time to time.
§ 11. GOVERNING LAW AND JURISDICTION
11.1. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Ireland.
11.2. The Parties irrevocably submit to the exclusive jurisdiction of the courts of Ireland to settle any dispute or claim arising out of or in connection with this Agreement.
§ 12. DECLARATION AND EXECUTION
12.1. The Parties acknowledge that this Agreement is whole, legally binding and enforceable.
12.2. In signing this Agreement, the Parties undertake to be wholly bound by its terms.
SIGNED for and on behalf of the Independent Contractor:
_______________________
Signature
Name: ________
Job title: ________
Signing on behalf of: ________
Date: ________
In the presence of (Witness):
Witness signature: _______________________
Witness name: ________
Witness address: ________
SIGNED for and on behalf of the Client:
____________________________
Signature
Name: ________
Job title: ________
Signing on behalf of: ________
Date: ________
In the presence of (Witness):
Witness signature: _______________________
Witness name: ________
Witness address: ________
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