Non Compete Agreement between Employer and Employee - Word & PDF Template Form Pro · IE-law

NON-COMPETE AND CONFIDENTIALITY AGREEMENT

BETWEEN

________

(the "Employer")

AND

________

(the "Employee")

(each a "Party" and together the "Parties")

This Non-Compete and Confidentiality Agreement (the "Agreement") is made and is effective from ________.

RECITALS

A. The Employer, ________, is ________ (where a body corporate, incorporated under the Companies Act 2014, with company registration number ________) having its registered office / principal place of business at:

________

B. The Employee, ________, is a private individual, resident in Ireland, residing at:

________

C. The Employer, having regard to the Employee's skills, qualifications and experience, has engaged the Employee in the position of ________.

D. The terms and conditions of the Employee's employment, including duties, remuneration and benefits, are set out in the Contract of Employment dated ________ (the "Contract of Employment").

E. The Employee accepts the terms and conditions of employment as contained in the Contract of Employment.

F. In addition to, and without prejudice to, the obligations imposed on the Employee under the Contract of Employment, the Employee acknowledges and accepts that they are bound by the further restrictive covenants set out in this Agreement.

G. The Employee acknowledges that the execution of this Agreement is a condition of their employment, and that the Employer has explained to the Employee the nature and effect of the restrictions contained herein. The Employee confirms that they have had the opportunity to obtain independent legal advice prior to signing.

H. The Parties acknowledge that the restrictions in this Agreement go no further than is reasonably necessary to protect the legitimate business interests of the Employer, and that they have been carefully and individually considered.

(1). OBLIGATION OF NON-COMPETITION

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1.2. During the period of employment and for a period of ________ (________) months following the termination of the employment relationship (howsoever arising), the Employee shall not, whether on their own account or in conjunction with or on behalf of any other person, directly or indirectly:

a. engage in any professional capacity with any association, body corporate, individual, self-employed person, partnership or other undertaking which is in direct competition with the Employer, irrespective of whether or not the Employee receives any remuneration, and the Employee shall not advise, consult with, provide financial support to, or otherwise assist in the conduct of any such competing business; or

b. establish, carry on or be engaged in any enterprise, joint venture, partnership or sole trading operation with the intent of providing a service or product that is in direct competition with the Employer.

1.3. For the purposes of this Agreement, "direct competition" means any enterprise that operates in an industry or market where it is likely to gain a competitive advantage over the Employer by utilising the confidential information, trade secrets, know-how, strategies or methods acquired by the Employee during their tenure with the Employer, or any industry or market which seeks to attract the same customers as the Employer.

1.4. Enterprises in direct competition shall specifically include those operating in the following industry/marketplace:

________

1.5. The restrictions in this Clause 1 shall apply within the following geographic area, which the Parties agree is reasonable having regard to the area in which the Employer carries on business: ________.

1.6. The restrictions in this Clause 1 may be waived, in whole or in part, with the prior written consent of the Employer.

(2). OBLIGATION OF NON-SOLICITATION

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2.2. During the period of employment and for a period of ________ (________) months following the termination of the employment relationship (howsoever arising), the Employee shall not, directly or indirectly:

a. induce or seek to induce any employee or independent contractor engaged by the Employer to terminate their engagement with the Employer for any purpose, including for the purpose of engaging with a competing enterprise;

b. offer or present to any employee or independent contractor engaged by the Employer any alternative employment or engagement opportunity in any business, association, body corporate, sole trader or other undertaking that is in competition with the Employer; or

c. solicit, canvass or entice away any actual or prospective customer of the Employer with whom the Employee dealt during their employment, for the purpose of diverting that business to any alternative business, association, body corporate, sole trader or other undertaking that is in competition with the Employer.

2.3. The restrictions in this Clause 2 in respect of employees or independent contractors engaged by the Employer shall apply only in respect of those persons who were employed or engaged by the Employer during the period of the Employee's tenure and with whom the Employee had material dealings.

(3). CONFLICT OF INTEREST

3.1. The Employee represents and warrants that they currently hold no interest, direct or indirect, that would in any way conflict with the proper performance of their Contract of Employment or with the commercial interests of the Employer.

3.2. The Employee shall take all reasonable measures to prevent the occurrence of any event or condition that could give rise to an actual or potential conflict between the personal interests of the Employee and the commercial interests of the Employer.

3.3. While acknowledging the Employee's right to disconnect and to a personal and private life, the Employee shall take all reasonable steps, when acting outside of their employment, to avoid any association, interest, activity or personal relationship that could compromise the independence of their professional decision-making or judgement in their role as ________.

3.4. The Employee shall promptly notify the Employer should any actual or potential conflict of interest arise during the performance of their Contract of Employment. The Employee shall notify their immediate supervisor, ________ (________), in the event such a conflict of interest arises.

(4). OBLIGATION OF NON-DISCLOSURE OF CONFIDENTIAL INFORMATION

Definition of "Confidential Information":

4.1. For the purposes of this Agreement, "Confidential Information" means all information of a sensitive, proprietary or commercial nature relating to the business, affairs, customers, clients or suppliers of the Employer, and includes (without limitation):

a. customer and client information;

b. business operational information;

c. financial information;

d. product and process information; and

e. marketing and development information.

4.2. Confidential Information does not include:

a. information that is or becomes part of the public domain otherwise than through breach of this Agreement;

b. information that was lawfully known to the Employee prior to its disclosure by the Employer;

c. information acquired by the Employee through legitimate means independent of the Employer; and

d. information that the Employee has been authorised by the Employer to disclose.

4.3. Nothing in this Agreement shall prevent the Employee from making a protected disclosure within the meaning of the Protected Disclosures Act 2014, nor shall it restrict any disclosure required by law or by a court or competent regulatory authority.

Obligations of non-disclosure:

4.4. The obligations of non-disclosure shall be binding on the Employee during the period of employment and for a period of ________ (________) months after the termination of the employment relationship, save that the obligations shall continue indefinitely in respect of any Confidential Information that constitutes a trade secret.

4.5. The Employee shall keep all Confidential Information in a safe and secure location, whether physical or electronic, and shall take all necessary measures to prevent its unauthorised disclosure or acquisition.

4.6. The Employee shall not disclose, disseminate or publish any Confidential Information to any third party, including family and friends, and shall maintain Confidential Information in the strictest confidence.

4.7. The Employee shall not use any Confidential Information in any manner that serves the commercial interest of any enterprise in direct competition with the Employer, including any enterprise established by the Employee.

4.8. The Employee shall not disclose any Confidential Information to any member of any association, business, enterprise or undertaking that is in direct competition with the Employer.

4.9. The Employee agrees to deliver up all Confidential Information in their possession or control at the request of the Employer, or upon the expiration or termination of the Contract of Employment. This includes any material connected to or derived from the Confidential Information, any original versions, reproductions, outlines, analyses or commentary thereon.

4.10. The Parties acknowledge that any personal data processed under or in connection with this Agreement shall be handled in accordance with the General Data Protection Regulation (Regulation (EU) 2016/679) and the Data Protection Act 2018.

(5). CONSIDERATION

5.1. In consideration of the Employee observing the restrictive covenants set out in this Agreement, the Employee receives the benefit of the Contract of Employment with the Employer dated ________, together with the further consideration described below.

5.2. The Employee shall receive a gross annual salary of ________ (________) per annum.

5.3. In addition to the salary described above, the Employee is entitled to the following benefits in kind:

________

5.4. The Parties further acknowledge that, in consideration of the Employee entering into the covenants in Clauses 1 and 2, the Employer has paid to the Employee the sum of ________ (________), receipt of which the Employee acknowledges.

(6). SEVERABILITY

6.1. Each of the restrictions and obligations contained in this Agreement is intended to be separate and severable. In the event that any provision, term or covenant of this Agreement is found to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision shall be severed from the Agreement and the remaining provisions shall continue in full force and effect.

6.2. Where any restriction is held to be unreasonable or unenforceable by reason of its duration, geographic scope or extent, but would be valid if some part of it were deleted or modified, such restriction shall apply with such modification as may be necessary to make it valid and enforceable.

(7). BREACH AND REMEDIES

7.1. The Employee acknowledges and accepts that any breach of the restrictive covenants contained in this Agreement may cause the Employer significant and irreparable harm for which damages alone would not be an adequate remedy.

7.2. Accordingly, the Employer shall be entitled, in addition to any other remedies available at law or in equity, to seek injunctive relief or other equitable relief to restrain any actual or threatened breach of this Agreement, without prejudice to its right to claim damages.

(8). ENTIRE AGREEMENT

8.1. The Parties acknowledge that the terms, conditions, rights and obligations set out in this Agreement represent the entire agreement between the Parties in respect of the obligations of non-competition, non-solicitation, conflict of interest and non-disclosure of confidential information.

8.2. 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 such obligations.

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). GOVERNING LAW AND JURISDICTION

9.1. This Agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the laws of Ireland.

9.2. The Parties irrevocably submit to the exclusive jurisdiction of the courts of Ireland in respect of any dispute or claim arising out of or in connection with this Agreement.

(10). DECLARATION AND SIGNATURE

10.1. The Parties acknowledge that this Agreement is whole, legally binding and enforceable.

10.2. In signing this Agreement, the Parties undertake to be wholly bound by its terms.

_______________________

Signed by the Employee: ________

Date: ________

In the presence of (Witness):

Witness name: ________

Witness address: ________

Witness signature: _______________________

____________________________

Signed by: ________

Job title: ________

for and on behalf of ________

Date: ________

In the presence of (Witness):

Witness name: ________

Witness address: ________

Witness signature: _______________________