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Non Compete Shareholders Agreement

Non Compete Shareholders Agreement Template for India

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Non Compete Shareholders Agreement

"Need a Non-Compete Shareholders Agreement for our Bangalore-based tech startup with four co-founders, where we want to restrict founders from starting competing businesses within India for 3 years after exit, and include specific provisions for protecting our AI technology IP."

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Document background
The Non Compete Shareholders Agreement is a crucial document used when companies need to protect their business interests while establishing clear relationships between shareholders. This agreement is particularly relevant in the Indian business context, where it must comply with specific legal requirements under the Indian Contract Act, Companies Act, and Competition Act. It is typically implemented during company formation, when new shareholders join, or during corporate restructuring. The document combines traditional shareholder provisions with non-compete restrictions, making it especially valuable for businesses with sensitive intellectual property or competitive advantages. The agreement must be carefully structured to ensure enforceability under Indian law, which has specific requirements regarding the reasonableness of non-compete provisions and shareholder rights.
Suggested Sections

1. Parties: Identification of all shareholders and the company entering into the agreement

2. Background: Context of the agreement, including company details and purpose of the arrangement

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. Non-Compete Obligations: Core restrictions on competitive activities, including scope, duration, and geographical limits

5. Shareholding Details: Current shareholding structure and any agreed changes or restrictions

6. Transfer Restrictions: Limitations on share transfers, including right of first refusal and tag-along rights

7. Confidentiality Obligations: Protection of company and shareholder confidential information

8. Term and Termination: Duration of the agreement and circumstances for termination

9. Remedies and Damages: Consequences of breach and available remedies

10. Dispute Resolution: Process for resolving disputes, including jurisdiction and governing law

11. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

Optional Sections

1. Tag-Along Rights: Optional section for minority shareholder protection, allowing them to join in sales by majority shareholders

2. Drag-Along Rights: Optional section allowing majority shareholders to force minority shareholders to join in a sale

3. Put and Call Options: Optional section detailing specific share purchase rights between shareholders

4. Non-Solicitation Provisions: Additional restrictions on soliciting employees, customers, or suppliers

5. Corporate Governance: Optional provisions regarding board representation and voting rights

6. Exit Mechanisms: Optional detailed procedures for shareholder exits including IPO provisions

7. Compliance with FEMA: Required only if foreign shareholders are involved

Suggested Schedules

1. Schedule 1 - Shareholder Details: List of all shareholders with their shareholding percentages and contact details

2. Schedule 2 - Restricted Business Activities: Detailed description of prohibited competitive activities

3. Schedule 3 - Restricted Territories: Geographical areas where non-compete restrictions apply

4. Schedule 4 - Share Transfer Procedures: Detailed procedures for implementing share transfers

5. Schedule 5 - Deed of Adherence: Template for new shareholders to join the agreement

6. Appendix A - Board Resolutions: Copies of relevant board resolutions approving the agreement

7. Appendix B - Valuation Methodology: Agreed methods for share valuation in case of transfers

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions



































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Relevant Industries

Technology and Software

Manufacturing

Professional Services

Healthcare and Pharmaceuticals

Financial Services

Retail and E-commerce

Consulting

Research and Development

Media and Entertainment

Industrial Services

Relevant Teams

Legal

Corporate Secretarial

Board of Directors

Executive Leadership

Compliance

Corporate Governance

Investor Relations

Finance

Business Development

Risk Management

Relevant Roles

Chief Executive Officer

Managing Director

Chief Financial Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Business Development Director

Chief Operating Officer

Board Member

Shareholder Relations Manager

Investment Manager

Compliance Officer

Corporate Governance Officer

Private Equity Manager

Venture Capital Partner

Industries







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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