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Non Compete Non Circumvent Agreement for India

Non Compete Non Circumvent Agreement Template for India

A Non-Compete Non-Circumvent Agreement under Indian law is a specialized contract designed to protect business interests by preventing parties from engaging in competitive activities and circumventing established business relationships. The agreement must carefully navigate Indian legal requirements, particularly Section 27 of the Indian Contract Act, which generally invalidates post-termination non-compete restrictions. The document typically includes detailed provisions on permitted activities, geographical limitations, duration of restrictions, and specific protections for confidential information and business relationships, while ensuring compliance with constitutional rights regarding freedom of trade and business.

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Non Compete Non Circumvent Agreement

Let tiktok成人版's market-leading legal AI identify missing terms, unusual language, compliance issues and more - in just seconds.

What is a Non Compete Non Circumvent Agreement?

Non-Compete Non-Circumvent Agreements are essential tools for protecting business interests in India, particularly in scenarios involving sensitive commercial relationships, proprietary information, or valuable business connections. These agreements must be carefully structured to comply with Indian legal requirements, especially Section 27 of the Indian Contract Act and Article 19(1)(g) of the Constitution of India. The document is typically used when parties enter into business relationships involving shared opportunities, confidential information, or market access. While Indian courts generally view post-termination non-compete restrictions as void, they may enforce reasonable non-circumvention provisions and non-compete obligations during the term of the relationship. The agreement should clearly define restricted activities, protected relationships, and territorial scope while providing specific carve-outs for permitted activities to enhance enforceability.

What sections should be included in a Non Compete Non Circumvent Agreement?

1. Parties: Identification of the contracting parties, including full legal names, addresses, and company registration details if applicable

2. Background: Context of the business relationship and purpose of the agreement

3. Definitions: Key terms including Confidential Information, Restricted Business, Territory, Restricted Period, Protected Relationships

4. Non-Compete Obligations: Specific restrictions on competitive activities, carefully drafted to comply with Section 27 of Indian Contract Act

5. Non-Circumvention Obligations: Provisions preventing direct/indirect circumvention of business relationships and opportunities

6. Duration and Territory: Temporal and geographical scope of restrictions, with clear justification for the scope

7. Confidentiality Obligations: Protection of confidential information and trade secrets

8. Permitted Activities: Clear exceptions to restricted activities to ensure reasonableness

9. Acknowledgments: Parties' confirmation of reasonableness of restrictions and receipt of consideration

10. Remedies: Relief available for breach, including injunctive relief and damages

11. General Provisions: Standard clauses including notices, amendments, governing law, jurisdiction

What sections are optional to include in a Non Compete Non Circumvent Agreement?

1. Non-Solicitation: Additional restrictions on soliciting employees, customers, or suppliers - used when human capital or customer relationships are critical

2. Consideration: Detailed section on specific consideration paid - required when agreement is standalone rather than part of a larger transaction

3. Reporting Obligations: Requirements to report potential violations or competitive activities - used in high-trust or sensitive business relationships

4. Audit Rights: Right to audit compliance with agreement - included for relationships with significant risk of undetectable violations

5. Training and Joint Development: Restrictions on using jointly developed knowledge or training - relevant for knowledge-intensive relationships

6. Exit Provisions: Specific obligations upon termination of business relationship - used in longer-term business relationships

7. Independent Contractor Status: Clarification of relationship between parties - needed when parties are not in employer-employee relationship

What schedules should be included in a Non Compete Non Circumvent Agreement?

1. Schedule A - Restricted Business Activities: Detailed description of specific business activities covered by restrictions

2. Schedule B - Territory: Detailed definition of geographical areas where restrictions apply

3. Schedule C - Protected Relationships: List of specific customers, suppliers, or business relationships protected

4. Schedule D - Confidential Information: Detailed categories of protected confidential information

5. Schedule E - Legitimate Business Interests: Documentation of business interests justifying restrictions

6. Appendix 1 - Compensation Details: Details of any consideration or compensation (if applicable)

7. Appendix 2 - Compliance Certificate: Form of periodic compliance certification if required

Authors

Alex Denne

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

Jurisdiction

India

Cost

Free to use
Relevant legal definitions







































Clauses






























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Information Technology

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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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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