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Non Compete Agreement Between Two Companies Template for Philippines

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Key Requirements PROMPT example:

Non Compete Agreement Between Two Companies

"I need a Non Compete Agreement Between Two Companies for my software development company in Manila, restricting a former joint venture partner from competing in our AI development business across Southeast Asia for 3 years starting January 2025."

Document background
The Non-Compete Agreement Between Two Companies is a crucial legal instrument in Philippine business transactions, typically employed during or after significant business dealings such as mergers, acquisitions, joint ventures, or strategic partnerships. This document is essential when companies need to protect their legitimate business interests, trade secrets, and competitive advantage in the Philippine market. It must comply with the Philippine Competition Act (Republic Act No. 10667) and relevant provisions of the Civil Code, ensuring restrictions are reasonable in scope, duration, and geographic coverage. The agreement is particularly vital in scenarios involving the sale of businesses, strategic collaborations, or when companies share sensitive proprietary information. Given the Philippines' unique legal framework combining civil and common law elements, the document must be carefully structured to ensure enforceability while avoiding overly restrictive provisions that might be deemed anti-competitive under Philippine law.
Suggested Sections

1. Parties: Identification of the contracting companies, including their complete legal names, registration numbers, and principal places of business

2. Background: Context of the agreement, including the nature of the businesses and their relationship

3. Definitions: Clear definitions of key terms used throughout the agreement, including 'Competitive Business', 'Restricted Territory', 'Confidential Information', etc.

4. Scope of Non-Compete: Detailed description of prohibited competitive activities and business areas

5. Duration: Specific timeframe for which the non-compete obligations will remain in effect

6. Geographic Coverage: Clear definition of the territorial scope where the non-compete restrictions apply

7. Consideration: Description of the valuable consideration being provided in exchange for the non-compete obligations

8. Confidentiality Obligations: Provisions regarding the protection and non-disclosure of confidential information

9. Breach and Remedies: Consequences of breach and available remedies, including injunctive relief and damages

10. Governing Law and Jurisdiction: Specification of Philippine law as governing law and choice of courts

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

Optional Sections

1. Non-Solicitation: Additional restrictions on soliciting employees, customers, or suppliers - include when protecting business relationships is crucial

2. Assignment Rights: Terms regarding the ability to transfer rights under the agreement - include when either party may undergo corporate restructuring

3. Audit Rights: Rights to audit compliance with the agreement - include when verification of compliance is important

4. Corporate Authority: Warranties regarding corporate authority to enter into the agreement - include when dealing with complex corporate structures

5. Dispute Resolution: Alternative dispute resolution mechanisms - include when parties prefer arbitration or mediation over court proceedings

6. Force Majeure: Provisions for unforeseen circumstances - include when long-term restrictions are involved

7. Step-Down Provisions: Graduated restrictions that become less severe over time - include when need to ensure enforceability

Suggested Schedules

1. Schedule A - Restricted Business Activities: Detailed list of specific business activities, products, or services covered by the non-compete

2. Schedule B - Restricted Territory: Detailed maps or lists of geographic areas covered by the agreement

3. Schedule C - Affiliated Companies: List of subsidiaries, parent companies, or affiliated entities bound by the agreement

4. Schedule D - Existing Commitments: List of pre-existing obligations or commitments that are carved out from the restrictions

5. Appendix 1 - Consideration Details: Detailed breakdown of any financial or other consideration being provided

6. Appendix 2 - Compliance Requirements: Specific procedures and requirements for ensuring compliance with the agreement

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

Relevant legal definitions



































Clauses






























Relevant Industries

Technology and Software Development

Manufacturing

Professional Services

Healthcare and Pharmaceuticals

Financial Services

Telecommunications

Retail and E-commerce

Research and Development

Energy and Resources

Consumer Goods

Business Process Outsourcing

Industrial Services

Media and Entertainment

Relevant Teams

Legal

Corporate Development

Mergers & Acquisitions

Compliance

Executive Leadership

Business Development

Risk Management

Strategy

Commercial Operations

Corporate Governance

Relevant Roles

Chief Executive Officer

Chief Legal Officer

General Counsel

Corporate Secretary

Business Development Director

Chief Operating Officer

Mergers & Acquisitions Director

Legal Counsel

Compliance Officer

Contract Manager

Chief Strategy Officer

Commercial Director

Chief Financial Officer

Risk Management Officer

Corporate Development Manager

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, 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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