Non-Compete Agreement - Template, Sample Form

NON-COMPETE AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Non-compete agreement ("Agreement") is made and entered into this ________ day of _____________________, 20______ at the CITY OF CALOOCAN, by and between:

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

- and -

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

The Protected Party and the Restricted Party will be referred to collectively as the "Parties".

WITNESSETH THAT:

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

________

WHEREAS, the Protected Party and the Restricted Party have a business relationship.

WHEREAS, the Restricted Party agrees to comply and honor the covenants and obligations provided under this agreement in consideration of any commercial or economic benefit, advantage, or compensation that the Restricted Party may obtain from the Protected Party by reason of their business relationship.

WHEREAS, the Restricted Party is prohibited by the Protected Party to engage in activities that may directly or indirectly compete with the business of the Protected Party as stated in this Agreement.

NOW THEREFORE, for and in consideration of the promises and covenants contained herein, the Parties do hereby agree as follows:

I. NON-COMPETE OBLIGATION

A. This Agreement shall be in force for the duration of the business relationship between the Parties and for ________ months after the termination of such relationship, which may occur for any reason. The Restricted Party shall not engage in any activity that directly or indirectly competes with the business of the Protected Party.

B. The Restricted Party warrants that this Agreement will not affect the Restricted Party's livelihood in an adverse manner.

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

________;

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

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

2. Employment with a business or organization that engages in activities with which the Protected Party is engaged with.

3. Owning an interest, title, or any beneficial right to a business similar to that of the Protected Party.

4. Poaching or solicitation of the clients or customers of the Protected Party for the benefit of another business or organization not in any manner affiliated or connected with the Protected Party's business.

II. NON-SOLICITATION OBLIGATION

A. For the duration of the relationship of the Parties and ________ 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 duration as mentioned in the preceding article, the Restricted Party shall not poach or solicit any employee, staff, or personnel of the Protected Party, or induce the same persons to terminate their employment or engagement with the Protected Party whether for the benefit of the Restricted Party or 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 clients and customers of the Protected Party whether for the Restricted Party's own benefit or for the benefit of a party that is in competition with the Protected Party.

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 ________ months thereafter, whether for the benefit of the Restricted Party or the benefit of any third party. Proprietary information belonging to the Protected Party may include, but will not be limited to trade secrets or information due to its secrecy gives a Party commercial advantage, or other information that may be discussed and/or disclosed, which may be marked as confidential or proprietary or which a reasonable person may understand to be confidential given the circumstance and nature of disclosure.

IV. CONSIDERATION

The consideration that the Restricted Party may be entitled by reason of compliance with the obligations and covenants in this Agreement is as follows:

________;

V. BREACH AND REMEDIES

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VI. 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 between the Parties 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.

VII. 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.

VIII. APPLICABLE LAW

This Agreement shall be governed by and construed in accordance with the laws of the Republic of the Philippines.

IX. WAIVER

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X. COUNTERPARTS

This Agreement may be executed in counterparts, all of which 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 that both Parties signed the Agreement.

XI. SEVERABILITY

The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. In the event that any provision of this Agreement is held to be invalid, the Parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed subsequent to the expungement of the invalid provision.

XII. 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.

XIII. HEADINGS

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

XIV. INDEMNITY

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

XV. INJUNCTIVE RELIEF

The Protected Party shall be entitled to seek and obtain injunctive relief or court order to require the Restricted Party to enforce the terms of this Agreement, and the Restricted Party agrees that breach of the terms of this Agreement will give rise to irreparable harm and shall be compensated by the Restricted Party in favor of the Protected Party in the form of monetary damages and attorney's fees in case the matter is brought to the courts.

XVI. ENTIRETY OF AGREEMENT

This Agreement represents the entire agreement between the Protected Party and the Restricted Party and supersedes all prior negotiations, representations, and agreements, either oral or written.

XVII. 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

ACKNOWLEDGEMENT

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

BEFORE ME, a Notary Public, for and in the CITY OF CALOOCAN, METRO MANILA, this _______ day of ________________________, 20______, personally appeared the following persons:

1. ________, with the following competent proof of identification: Driver's License with number ________ which expires on ________; and

2.________, with the following competent proof of identification: Driver's License with number ________ which expires on ________

known to me and to me known to be the same persons who executed the foregoing Non-compete Agreement constituting of _________ pages, including this page where the Acknowledgement 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.

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