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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."
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
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
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
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
Legal
Corporate Development
Mergers & Acquisitions
Compliance
Executive Leadership
Business Development
Risk Management
Strategy
Commercial Operations
Corporate Governance
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
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