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This document is essential for Canadian businesses engaging independent contractors in roles where they may gain access to sensitive business information, strategic knowledge, or valuable client relationships. The Independent Contractor Non Compete Agreement serves to protect the company's legitimate business interests while maintaining compliance with Canadian legal requirements. It is particularly relevant when contractors work in strategic roles, have access to proprietary information, or develop significant client relationships. The agreement must be carefully drafted to ensure enforceability under Canadian law, which generally requires that non-compete provisions be reasonable in scope, duration, and geographic coverage. Unlike employee non-compete agreements, which face increasing scrutiny, independent contractor agreements are typically evaluated under commercial law principles, though courts may still examine the true nature of the relationship. The document should be customized based on the specific province's requirements and the particular circumstances of the contractor relationship.

1. Parties: Identification of the company and the independent contractor, including full legal names and addresses

2. Background: Context of the agreement, nature of the company's business, and the contractor's expertise

3. Definitions: Key terms used throughout the agreement, including 'Confidential Information', 'Competitive Business', 'Restricted Territory', and 'Restricted Period'

4. Non-Competition Obligations: Core restrictions on competitive activities, including specific prohibited activities, geographic scope, and duration

5. Non-Solicitation: Restrictions on soliciting company's employees, contractors, customers, or suppliers

6. Independent Contractor Relationship: Explicit confirmation of contractor status and disclaimer of employment relationship

7. Consideration: The compensation or benefit provided in exchange for the non-compete obligations

8. Term and Termination: Duration of the agreement and circumstances under which it can be terminated

9. Reasonableness and Severability: Acknowledgment of restrictions' reasonableness and provision for severing unenforceable terms

10. Remedies: Available remedies for breach, including injunctive relief and damages

11. Governing Law and Jurisdiction: Specification of applicable Canadian law and courts having jurisdiction

12. Entire Agreement: Integration clause confirming this document represents the complete agreement between parties

13. Execution: Signature blocks and execution requirements