Non-Compete Agreement - Template, Sample Form Online Pro · UK-law

NON-COMPETE AGREEMENT (the "Agreement")

DATED: ________

This Agreement contains post-termination restrictive covenants and is supplemental to the Employee's contract of employment.

PARTIES

(1) ________, a company incorporated in England and Wales under company registration number ________ whose registered office is at ________ (the "Employer"); and

(2) ________ of ________ (the "Employee"),

each a "party" and together the "parties".

§ 1. Interpretation and Definitions

1.1 In this Agreement, unless the context otherwise requires, the following definitions and rules of interpretation shall apply.

(I) The Parties

(a) The Employer is: ________.

(b) The Employee is: ________.

(II) The Employment means the Employee's employment with the Employer under the contract of employment between the parties dated ________ (the "Contract of Employment"), a copy of which accompanies this Agreement.

(III) Service of Documents. Any notice or other communication given under or in connection with this Agreement shall be in writing and may be served by hand, by pre-paid first class post or by email to the following addresses:

Employer (email): ________; postal address: ________.

Employee (email): ________; postal address: ________.

A notice sent by email is deemed received at the time of transmission (or, if transmitted outside business hours, at the start of the next business day); a notice delivered by hand is deemed received when left at the relevant address; and a notice sent by pre-paid first class post is deemed received at 9.00 a.m. on the second business day after posting.

(IV) Termination means the termination of the Employment for any reason whatsoever, irrespective of the cause and irrespective of whether such termination is lawful.

(V) Date of Termination means the final day of the Employment (the "Termination Date").

(VI) Protected Trade means any business carried on by the Employer at the Termination Date with which the Employee was materially concerned during the period of ________ month(s) before the Termination Date, and in particular:

________.

(VII) Protected Trade Connections

(a) any person, firm, company, organisation or body that was a customer or client of the Employer during the period of ________ month(s) before the Termination Date and with whom or which the Employee had material dealings, or about whom or which the Employee acquired Confidential Information, in the course of the Employment during that period; and

(b) any prospective customer or client of the Employer with whom or which the Employer was in negotiations during the period of ________ month(s) before the Termination Date and with whom or which the Employee had substantial and material dealings during that period.

(VIII) Protected Employee means any person who, at the Termination Date:

(a) was employed or engaged by the Employer in the following category or seniority:

________;

(b) with whom the Employee had material dealings during the period of ________ month(s) before the Termination Date; and

(c) who is in possession of Confidential Information or customer connections and whose departure could be reasonably expected to cause detriment to the Protected Trade.

(IX) Confidential Information

(a) means information (in whatever form) relating to the business, finances, customers, suppliers, products, methods, processes or affairs of the Employer which is confidential to the Employer, including in particular:

________;

(b) comprises information which is essential to the business operations of the Employer and includes trade secrets within the meaning of the Trade Secrets (Enforcement, etc.) Regulations 2018; and

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(X) Protected Area means:

________.

(XI) Governing Law and Jurisdiction. 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 law of England and Wales, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

1.2 Clause headings shall not affect the interpretation of this Agreement; the singular includes the plural and vice versa; and a reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

§ 2. Consideration

2.1 In consideration of the Employer entering into the Contract of Employment with the Employee and continuing to employ the Employee, together with the following additional consideration:

________,

(receipt and adequacy of which the Employee acknowledges), the parties agree to the post-termination covenants set out at § 3 below.

§ 3. Post-Termination Covenants

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(I) for a period of ________ month(s) from the Termination Date, solicit or endeavour to entice away from the Employer any Protected Trade Connection with a view to providing goods or services to that Protected Trade Connection:

(a) in competition with the Protected Trade;

(b) within the Protected Area;

(II) for a period of ________ month(s) from the Termination Date, deal with, transact business with, or provide goods or services to, any Protected Trade Connection where such dealing:

(a) is with a Protected Trade Connection; and

(b) takes place within the Protected Area; and

(c) is in competition with the Employer; and

(d) is within the scope of the Protected Trade;

(III) for a period of ________ month(s) from the Termination Date, solicit or endeavour to entice away from the Employer any Protected Employee, or employ or engage any Protected Employee, where such employment or engagement:

(a) would involve that Protected Employee being employed or engaged within the scope of the Protected Trade;

(b) would, if successful, place that Protected Employee in competition with the Employer;

(c) is for a business, organisation, body or trader operating within the Protected Area; and

(d) for the avoidance of doubt, this restriction shall not be breached by the placing of a bona fide recruitment advertisement that is published to the public generally and is not specifically targeted at any Protected Employee, nor by the employment of any person who responds to such an advertisement of their own initiative;

(IV) at any time after the Termination Date, represent or hold out to any person, firm, company, organisation or body within the Protected Area that the Employee is connected with or authorised to act on behalf of the Employer, save to the extent of truthfully stating that the Employee is a former employee of the Employer;

(V) at any time after the Termination Date:

(a) use Confidential Information for the Employee's own benefit or for the benefit of any Protected Trade Connection or competitor of the Employer; or

(b) directly or indirectly disclose Confidential Information to any person (other than a person employed by the Employer whose function it is to know that Confidential Information) without the prior written consent of the Employer; and

(c) for the avoidance of doubt, all confidentiality obligations contained in the Contract of Employment remain in full force and effect and are not varied by this Agreement;

(VI) do anything which would or might cause the Employee to be in breach of any of the above covenants.

3.2 Each of the periods specified in this § 3 shall be reduced by the amount of any period during which the Employee was placed on garden leave immediately prior to the Termination Date.

§ 4. Severability and Enforceability

4.1 Each of the covenants in § 3 is intended to be separate and severable. If any covenant, or part of a covenant, is found by any court or competent authority to be invalid, unenforceable or unreasonable, that covenant or part shall be deemed deleted to the extent necessary, and the remaining covenants and parts shall continue to be valid and enforceable to the fullest extent permitted by law.

4.2 The parties acknowledge and agree that each of the covenants in § 3 extends no further than is reasonable and necessary for the protection of the legitimate business interests of the Employer, and that the duration, geographical scope and subject matter of each restriction are reasonable in all the circumstances.

4.3 The Employee acknowledges that damages alone may not be an adequate remedy for any breach of the covenants in § 3, and that the Employer shall be entitled to seek injunctive relief or any other equitable remedy in addition to any other remedies available at law.

§ 5. Acknowledgements and General

It is recorded and agreed that:

(I) the Employee accepts, understands and willingly agrees to the post-termination covenants set out above;

(II) the parties intend to create legal relations and to be legally bound by this Agreement upon its execution;

(III) any breach of this Agreement shall constitute a breach of contract for which the appropriate remedies may be sought;

(IV) the Employee has been advised, and is entitled, to seek independent legal advice in respect of the contents of this Agreement before signing;

(V) the covenants above form part of, and shall be read in conjunction with, the Contract of Employment, a copy of which accompanies this Agreement;

(VI) this Agreement, together with the Contract of Employment, constitutes the entire agreement between the parties relating to its subject matter and supersedes any previous agreement on that subject matter, save that nothing in this clause limits any liability for fraud or fraudulent misrepresentation;

(VII) no variation of this Agreement shall be effective unless made in writing and signed by or on behalf of each party;

(VIII) a person who is not a party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms; and

(IX) this Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute one agreement.

EXECUTED AND DELIVERED AS A DEED.

Signed as a deed by the Employee:

Signed: _________________________

________

Dated: ________

In the presence of:

Witness signature: _________________________

Witness name: ________

Witness address: ________

Witness occupation: ________

Signed for and on behalf of the Employer:

Signed: _________________________

________

Position: ________

duly authorised to sign for and on behalf of ________

Dated: ________