Non-Compete Agreement - Template, Sample Form Pro · NG-law

NON-COMPETE AGREEMENT

THIS NON-COMPETE AGREEMENT (the "Agreement") is made this ________.

BETWEEN

________, a company duly incorporated/registered under the laws of the Federal Republic of Nigeria with RC Number ________ (or an individual of full age and capacity), of the following address:

________

(hereinafter referred to as the "Employer", which expression shall, where the context so admits, include its successors-in-title and permitted assigns) of the one part;

AND

________, of full age, holding means of identification number ________, of the following address:

________

(hereinafter referred to as the "Employee", which expression shall, where the context so admits, include his/her personal representatives and successors) of the other part.

The Employer and the Employee are hereinafter collectively referred to as the "Parties" and individually as a "Party".

WHEREAS:

A. The Employer carries on the business of ________ and has retained the services of the Employee, such that there exists a subsisting Employer–Employee relationship between the Parties pursuant to the Labour Act (Cap L1, Laws of the Federation of Nigeria 2004) and a letter or contract of employment dated ________.

B. In the course of the Employee's engagement, the Employee will or may have access to the Employer's trade secrets, goodwill, customer connections and confidential information, the protection of which constitutes a legitimate proprietary interest of the Employer.

C. The Parties have agreed that the provisions of this Agreement shall be supplemental to, and read together with, any prior letter or contract of employment and any other agreement executed between the Parties.

D. The Parties acknowledge that the restraints contained herein are intended to be reasonable in scope, duration and geographical area, and no wider than is reasonably necessary to protect the legitimate business interests of the Employer.

NOW THIS AGREEMENT WITNESSES AND IT IS HEREBY AGREED as follows:

1. Non-Competition

1.1 The Parties agree that during the subsistence of the Employee's employment and for a period of ________ immediately following the termination, expiration or cessation of the said employment for any reason, the Employee shall not, whether directly or indirectly, on his/her own account or jointly with or as agent of any other person, engage in, carry on or be concerned with any business that competes with the Employer's business.

1.2 Directly or indirectly engaging in a competitive business includes, but is not limited to, the following:

(I) soliciting, canvassing or seeking to procure orders from, or doing business with, any client or customer of the Employer with whom the Employee dealt during the twelve (12) months preceding the termination of employment;

(II) setting up, establishing or being concerned in any company, firm or organisation that engages in the provision of products or services of the kind offered by the Employer;

(III) giving advice to, or working directly or indirectly for, any person, business or organisation, whether as an employee, independent contractor, director, partner, shareholder, consultant or otherwise, in competition with the Employer.

1.3 This covenant shall apply within the following geographical area:

________

Lorem ipsum dolor sit amet consectetur adipiscing elit sed do eiusmod tempor incididunt ut labore et dolore magna aliqua ut enim ad minim veniam quis nostrud exercitation ullamco laboris nisi ut aliquip ex ea commodo consequat duis aute irure dolor in reprehenderit voluptate velit esse cillum dolore eu fugiat nulla pariatur lorem ipsum dolor sit amet consectetur adipiscing elit sed do eiusmod tempor incididunt ut labore et dolore magna aliqua ut enim ad minim veniam quis nostrud exercitation ullamco laboris.

2. Consideration

In consideration of the Employee's continued employment, the salary and benefits payable thereunder, and the mutual covenants and promises contained herein (the receipt and sufficiency of which are hereby acknowledged), the Parties agree that this Agreement and the covenants herein constitute a condition of the employment of the within-named Employee.

3. Remedies

Lorem ipsum dolor sit amet consectetur adipiscing elit sed do eiusmod tempor incididunt ut labore et dolore magna aliqua ut enim ad minim veniam quis nostrud exercitation ullamco laboris nisi ut aliquip ex ea commodo consequat duis aute irure dolor in reprehenderit voluptate velit esse cillum dolore eu fugiat nulla pariatur lorem ipsum dolor sit amet consectetur adipiscing elit sed do eiusmod tempor incididunt ut labore et.

3.2 Without prejudice to Clause 3.1, where the Employee breaches any fundamental term of this Agreement, the Employer shall be entitled to recover the sum of \u20a6________ (________) as liquidated damages, being a genuine pre-estimate of the loss likely to be suffered by the Employer, and not as a penalty.

4. Indemnity

The Employee agrees to indemnify and keep indemnified the Employer from and against any loss, cost, claim, liability or damage of any kind (including reasonable legal/solicitor's fees) to the extent arising out of the Employee's breach of this Agreement, or the Employee's negligence or wilful misconduct.

5. Confidentiality Obligations

5.1 The Employee acknowledges that in connection with the employment and this Agreement, he/she may have access to confidential information and materials of the Employer. The Employee undertakes and agrees:

(I) to take all proper and reasonable measures to preserve the confidentiality of the proprietary and confidential information;

(II) not to disclose, or permit the disclosure of, the confidential information in whole or in part to any third party without the prior written consent of the Employer;

(III) not to use the confidential information in whole or in part for any purpose other than the lawful performance of the Employee's duties to the Employer.

5.2 Where the confidential information includes personal data, the Employee shall process and protect such data in accordance with the Nigeria Data Protection Act 2023 and any applicable regulations or directives issued by the Nigeria Data Protection Commission.

5.3 The Employee agrees that no licence or intellectual property right in the confidential information is conferred upon the Employee by virtue of this Agreement, and all such information and rights remain the exclusive property of the Employer.

5.4 The Employee enters into this Agreement on the understanding that any breach on his/her part will entitle the Employer to specific performance and other equitable relief to enforce its provisions.

5.5 Upon termination of employment, the Employee shall forthwith return to the Employer all documents, materials and property containing or embodying confidential information.

6. Term and Survival

This Agreement shall take effect from the date of execution and the obligations herein shall survive the termination or expiration of the Employee's employment to the extent and for the periods expressly stated.

7. Governing Law

This Agreement shall be governed by, interpreted and construed in accordance with the laws of the Federal Republic of Nigeria.

8. Dispute Resolution and Jurisdiction

8.1 The Parties shall first endeavour to resolve any dispute arising out of or in connection with this Agreement amicably through good-faith negotiation.

8.2 Where such dispute is not resolved within ________ of its arising, the Parties agree that the courts of the Federal Republic of Nigeria shall have exclusive jurisdiction to entertain and determine such dispute, and proceedings shall be commenced at ________.

9. Entire Agreement

This Agreement, together with any document referred to herein, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior written or oral agreements, representations and understandings between them on the said subject matter, save for any subsisting contract of employment which shall be read together with this Agreement.

10. Notices

All notices under this Agreement shall be in writing and shall be delivered personally, sent by registered or certified post, or by electronic mail, to the relevant Party at the address stated in this Agreement (or at the address of the Party's solicitor), or to such other address as a Party may notify the other in writing.

11. Severability

If any provision of this Agreement is held to be invalid, illegal or unenforceable by any court of competent jurisdiction, such provision shall be severed from this Agreement and the remaining provisions shall continue to be valid and enforceable to the fullest extent permitted by law.

12. Amendment

No amendment, variation or modification of this Agreement shall be valid or binding on the Parties unless made in writing and duly signed by both Parties.

13. Waiver

No failure or delay by either Party in exercising any right, power or remedy under this Agreement shall operate as a waiver of that right, power or remedy, nor shall any single or partial exercise of any right, power or remedy preclude any further exercise of it or the exercise of any other right, power or remedy.

14. Assignment

The Employee shall not assign or transfer any of his/her rights or obligations under this Agreement. The Employer may assign its rights and obligations to any successor-in-title or to a company within its group.

IN WITNESS WHEREOF the Parties have executed this Agreement on the day and year first above written.

SIGNED by the within-named Employer:

____________________________

________

Name & Designation of Signatory: ________

in the presence of:

Name................................................................................................................

Address.............................................................................................................

Occupation........................................................................................................

Signature..........................................................................................................

SIGNED by the within-named Employee:

____________________________

________

in the presence of:

Name................................................................................................................

Address.............................................................................................................

Occupation........................................................................................................

Signature..........................................................................................................