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Non Compete Non Circumvent Agreement Template for England and Wales

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Key Requirements PROMPT example:

Non Compete Non Circumvent Agreement

"I need a Non Compete Non Circumvent Agreement for a senior software developer leaving my tech company in March 2025, with restrictions covering the UK market and a focus on protecting our proprietary trading algorithms and client relationships."

Document background
The Non Compete Non Circumvent Agreement is essential for businesses operating in England and Wales who need to protect their commercial interests, customer relationships, and confidential information. This document is particularly relevant when entering into business partnerships, employing key personnel, or sharing sensitive business information. It combines both non-compete provisions (preventing direct competition) and non-circumvention clauses (preventing the bypassing of established business relationships), while ensuring compliance with UK competition law and common law principles regarding reasonable restraint of trade.
Suggested Sections

1. Parties: Identification and details of all parties to the agreement

2. Background: Context of the agreement and relationship between parties

3. Definitions: Key terms used throughout the agreement including relevant legislation and legal principles

4. Non-Competition Obligations: Specific restrictions on competitive activities, including scope and nature of prohibited activities

5. Non-Circumvention Obligations: Restrictions on bypassing or circumventing the other party in business dealings

6. Duration: Time period for which restrictions apply, ensuring reasonableness under common law

7. Geographic Scope: Territorial limits of restrictions, defined to ensure enforceability

8. General Provisions: Standard contractual terms including governing law, jurisdiction, and entire agreement

Optional Sections

1. Consideration: Details of payment or value exchange, required when specific consideration is being provided

2. Confidentiality Provisions: Additional confidentiality obligations when handling sensitive information or trade secrets

3. Employment Provisions: Specific terms related to employment when agreement involves employees or contractors

4. Remedies and Injunctive Relief: Specific remedies available in case of breach, including right to seek injunctive relief

Suggested Schedules

1. Schedule 1 - Restricted Activities: Detailed list of prohibited activities and business operations

2. Schedule 2 - Restricted Territory: Detailed description of geographic restrictions and territories

3. Schedule 3 - Restricted Contacts: List of protected clients, customers, suppliers, or business contacts

4. Schedule 4 - Consideration Details: Detailed breakdown of any consideration or payment terms if applicable

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions





















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Relevant Industries
Relevant Teams
Relevant Roles
Industries

Common Law - Restraint of Trade: Fundamental doctrine that restricts enforcement of unreasonable restraints on trade, established through case law including Nordenfelt v Maxim Nordenfelt [1894]. Sets baseline requirements for reasonableness of restrictions.

Competition Act 1998: Primary UK competition legislation that prohibits anti-competitive agreements and abuse of dominant market position. Must ensure NCNC provisions don't violate competition law principles.

Enterprise Act 2002: Supplements Competition Act 1998 and provides framework for market investigations and merger control. Relevant for ensuring NCNC doesn't create anti-competitive market conditions.

Article 101 TFEU (retained): Retained EU law post-Brexit prohibiting anti-competitive agreements. Must be considered when drafting restrictions that might affect trade between UK and EU.

Employment Rights Act 1996: Key employment legislation relevant when NCNC involves employees. Sets out basic employment rights and obligations that might interact with restrictive covenants.

Trade Union and Labour Relations (Consolidation) Act 1992: Relevant for employee-related restrictions and collective bargaining considerations in NCNC agreements.

Trade Secrets (Enforcement, etc.) Regulations 2018: Provides framework for protecting trade secrets and confidential information, essential for non-circumvent provisions.

Law of Property (Miscellaneous Provisions) Act 1989: Sets out formal requirements for certain types of contracts and property-related agreements that might be relevant to NCNC provisions.

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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