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

NON-COMPETE AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Non-Compete Agreement (the "Agreement") is made and entered into this ________ day of ________, 20________ at the CITY OF ________, Republic of the Philippines, by and between:

________, ________, of legal age, with address at ________, hereinafter referred to as the "Protected Party".

- and -

________, ________, of legal age, with address at ________, hereinafter referred to as the "Restricted Party".

The Protected Party and the Restricted Party shall hereinafter be referred to collectively as the "Parties" and individually as a "Party".

WITNESSETH: That—

WHEREAS, the Protected Party is engaged in the lawful business of the following nature:

________;

WHEREAS, the Parties have an existing business relationship described as follows: ________;

WHEREAS, in the course of such relationship, the Restricted Party has or will have access to confidential information, trade secrets, clients, goodwill, and other proprietary interests of the Protected Party;

WHEREAS, the Restricted Party agrees to comply with and honor the covenants and obligations provided under this Agreement in consideration of the commercial or economic benefit, advantage, or compensation that the Restricted Party may obtain from the Protected Party by reason of their business relationship, the receipt and sufficiency of which are hereby acknowledged;

WHEREAS, consistent with Article 1306 of the Civil Code of the Philippines, the Parties have agreed to reasonable restrictions limited as to time, place, and trade, which the Parties acknowledge are not contrary to law, morals, good customs, public order, or public policy, and which the Parties deem necessary to protect the legitimate business interests of the Protected Party;

NOW, THEREFORE, for and in consideration of the foregoing premises and the mutual covenants hereinafter set forth, the Parties hereby agree as follows:

ARTICLE I. NON-COMPETE OBLIGATION

A. This Agreement shall be in force for the duration of the business relationship between the Parties and for a period of ________ months after the termination of such relationship, for whatever cause. During such period, the Restricted Party shall not, directly or indirectly, engage in any activity that competes with the business of the Protected Party as described herein.

B. The Restricted Party warrants and represents that the restrictions contained in this Agreement are reasonable in scope, duration, and territory, and shall not unreasonably or unduly deprive the Restricted Party of the means of earning a livelihood, in accordance with prevailing Philippine jurisprudence.

C. This Agreement shall be applicable only to the following territory or location:

________;

D. The activities deemed directly or indirectly in competition with the Protected Party's business shall include, but shall not be limited to, the following:

1. Engagement or involvement in a business similar to or competitive with that of the Protected Party;

2. Employment with or rendering services to a business or organization engaged in activities in which the Protected Party is engaged;

3. Owning an interest, title, or any beneficial right in a business similar to or competitive with that of the Protected Party, save for ownership of not more than a minority shareholding in a publicly listed company held purely for investment purposes;

4. Soliciting or enticing the clients or customers of the Protected Party for the benefit of another business or organization not affiliated with or connected to the Protected Party.

ARTICLE II. NON-SOLICITATION OBLIGATION

A. For the duration of the relationship of the Parties and for ________ months thereafter, the Restricted Party shall not solicit business from, or sell or attempt to sell products and services that are currently offered or provided by the Protected Party to its clients or customers.

B. During the same period mentioned in the preceding paragraph, the Restricted Party shall not poach or solicit any employee, staff, or personnel of the Protected Party, nor induce the same to terminate their employment or engagement with the Protected Party, whether for the benefit of the Restricted Party, a third party, or for any other reason.

C. The Restricted Party shall not, in any manner, provide or disclose quotes, price information, or other similar information for purposes of obtaining the clients or customers of the Protected Party, whether for the Restricted Party's own benefit or for the benefit of any party in competition with the Protected Party.

ARTICLE III. CONFIDENTIALITY

The Restricted Party shall not disclose or divulge proprietary information belonging to the Protected Party for the duration of the relationship of the Parties and for ________ months thereafter, whether for the benefit of the Restricted Party or any third party. Proprietary information may include, but shall not be limited to, trade secrets or information that, by reason of its secrecy, gives a Party commercial advantage, and any other information disclosed which is marked as confidential or proprietary, or which a reasonable person would understand to be confidential given the circumstances and nature of disclosure. The Parties further undertake to process and protect any personal data exchanged in connection with this Agreement in accordance with Republic Act No. 10173, otherwise known as the Data Privacy Act of 2012, and its Implementing Rules and Regulations.

ARTICLE IV. CONSIDERATION

The consideration to which the Restricted Party shall be entitled by reason of compliance with the obligations and covenants set forth in this Agreement is as follows:

________;

ARTICLE V. BREACH AND 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 dolore magna aliqua ut enim ad minim veniam quis nostrud exercitation ullamco laboris.

ARTICLE VI. LIQUIDATED DAMAGES

Without prejudice to the foregoing, in the event of breach of any provision of this Agreement, the Restricted Party shall pay the Protected Party the sum of ________ by way of liquidated damages pursuant to Articles 1226 to 1230 of the Civil Code of the Philippines, without need of proof of actual damages, and without prejudice to the Protected Party's right to seek injunctive relief and any other remedies available under law.

ARTICLE VII. TERMINATION

This Agreement shall terminate upon the lapse of the periods provided herein following the termination of the business relationship between the Parties, or upon the mutual written agreement of the Parties. Notwithstanding the termination of the business relationship for any reason whatsoever, the obligations and covenants set forth in this Agreement shall survive and continue to bind the Restricted Party for the duration of the periods stipulated herein.

ARTICLE VIII. SUPPORTING DOCUMENTS AND ADDITIONAL ACTS

The Parties agree to execute such other documents as are reasonable and necessary for the proper implementation of this Agreement.

ARTICLE IX. APPLICABLE LAW AND VENUE

This Agreement shall be governed by and construed in accordance with the laws of the Republic of the Philippines. The Parties agree that any dispute or controversy arising out of or in connection with this Agreement shall be brought exclusively before the proper courts of ________, to the exclusion of all other venues.

ARTICLE X. WAIVER

The failure of either Party to insist, in one or more instances, on the strict performance of any of the terms of this Agreement, or to exercise any right herein contained, shall not thereafter be construed as an abandonment, cancellation, or waiver of such term. No waiver shall be deemed to have been made unless expressed in writing and signed by the Protected Party. No waiver of any term or provision of this Agreement shall constitute a waiver of any other term or provision, or of the same provision on a future date.

ARTICLE XI. COUNTERPARTS

This Agreement may be executed in counterparts, all of which together shall constitute a single agreement. If the dates set forth at the signatures of this document are different, the Agreement shall be considered effective as of the date on which both Parties have signed the Agreement.

ARTICLE XII. SEVERABILITY

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.

ARTICLE XIII. CUMULATIVE RIGHTS

The rights of the Parties under this Agreement and the law are cumulative and shall not be construed as exclusive unless otherwise required by law.

ARTICLE XIV. HEADINGS

Headings are for convenience only and do not affect the interpretation of this Agreement.

ARTICLE XV. INDEMNITY

The Restricted Party hereby agrees to indemnify and hold the Protected Party free and harmless from and against any and all damage, liability, and loss, as well as legal fees and costs incurred, arising from any transaction or business activity, undertaken during the relationship of the Parties and for ________ months thereafter, that constitutes a breach or violation of this Agreement by the Restricted Party.

ARTICLE XVI. INJUNCTIVE RELIEF

The Restricted Party acknowledges that any breach of the terms of this Agreement will give rise to irreparable harm for which monetary damages alone may be inadequate. Accordingly, the Protected Party shall be entitled to seek and obtain a temporary restraining order, preliminary or permanent injunction, or other equitable relief under the Rules of Court to enforce the terms of this Agreement, without prejudice to the recovery of monetary damages and attorney's fees should the matter be brought before the courts.

ARTICLE XVII. ENTIRETY OF AGREEMENT

This Agreement represents the entire agreement between the Parties and supersedes all prior negotiations, representations, and agreements, whether oral or written.

ARTICLE XVIII. AMENDMENTS AND MODIFICATIONS

This Agreement may be amended only by a written instrument signed and agreed upon by both Parties.

IN WITNESS WHEREOF, the Parties have hereunto affixed their signatures on the date and place first stated above.

________
Protected Party

________
Restricted Party

SIGNED IN THE PRESENCE OF:

________        ________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES  )
CITY OF ________  ) S.S.

BEFORE ME, a Notary Public for and in the City of ________, this ________ day of ________, 20________, personally appeared the following persons:

1. ________, with the following competent evidence of identity: ________ with number ________ which expires on ________; and

2. ________, with the following competent evidence of identity: ________ with number ________ which expires on ________;

known to me and to me known to be the same persons who executed the foregoing Non-Compete Agreement consisting of ________ pages, including this page on which the Acknowledgment is written, and they acknowledged to me that the same is their free and voluntary act and deed.

WITNESS MY HAND AND SEAL on the day and place first written above.

________
NOTARY PUBLIC

Doc. No. ________;
Page No. ________;
Book No. ________;
Series of ________.