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Non Compete Shareholders Agreement
"Need a Non Compete Shareholders Agreement for our Dubai-based tech startup with three founding shareholders, incorporating specific restrictions on competing software development activities within the GCC region and a 24-month non-compete period starting January 2025."
1. Parties: Identification of all shareholders and the company, including full legal names and registration details
2. Background: Context of the agreement, including company business description and purpose of the non-compete provisions
3. Definitions and Interpretation: Key terms including 'Confidential Information', 'Competing Business', 'Restricted Territory', 'Restricted Period'
4. Non-Compete Obligations: Detailed restrictions on competing activities, geographical scope, and duration
5. Shareholding Provisions: Details of shareholding structure, share classes, and rights attached to shares
6. Transfer Restrictions: Limitations on share transfers and required procedures
7. Confidentiality Obligations: Protection of company and shareholder confidential information
8. Duration and Territory: Specific timeframes and geographical scope of restrictions
9. Enforcement and Remedies: Legal mechanisms for enforcing the agreement, including injunctive relief
10. Severability: Provisions ensuring partial validity if certain clauses are found unenforceable
11. Governing Law and Jurisdiction: Specification of UAE law and relevant courts
12. Execution: Signature blocks and execution requirements
1. Tag-Along Rights: Optional provisions giving minority shareholders the right to join in sale of shares by majority shareholders
2. Drag-Along Rights: Optional provisions allowing majority shareholders to force minority shareholders to join in sale of shares
3. Put and Call Options: Optional share purchase rights in specific circumstances
4. Non-Solicitation of Employees: Additional restrictions on hiring company employees, if not covered in main non-compete provisions
5. Dispute Resolution: Alternative dispute resolution mechanisms such as arbitration or mediation
6. Garden Leave: Provisions for transition period when shareholder exits the business
7. Digital Assets and Social Media: Restrictions regarding online business activities and social media presence
1. Schedule 1 - Shareholder Details: Complete list of shareholders with their respective shareholdings and contact details
2. Schedule 2 - Restricted Activities: Detailed description of prohibited business activities and competitors
3. Schedule 3 - Restricted Territory: Maps or detailed description of geographical areas where restrictions apply
4. Schedule 4 - Company Information: Detailed company information including registration details, licenses, and business activities
5. Schedule 5 - Competing Businesses: List of specific competitors or competing business types
6. Appendix A - Share Transfer Procedures: Detailed procedures for implementing share transfers
7. Appendix B - Valuation Methodology: Agreed methods for valuing shares in case of transfers or exits
Authors
Technology
Professional Services
Healthcare
Manufacturing
Financial Services
Retail and E-commerce
Consulting
Real Estate
Media and Entertainment
Education and Training
Telecommunications
Biotechnology
Engineering Services
Food and Beverage
Software Development
Legal
Corporate Governance
Executive Leadership
Board of Directors
Compliance
Finance
Corporate Strategy
Business Development
Investment
Risk Management
Company Secretariat
Mergers and Acquisitions
Chief Executive Officer
Managing Director
Chief Legal Officer
General Counsel
Corporate Lawyer
Business Development Director
Chief Financial Officer
Company Secretary
Compliance Officer
Board Director
Investment Manager
Venture Capital Partner
Private Equity Manager
Founding Partner
Executive Director
Chief Operating Officer
Head of Strategy
Corporate Governance Manager
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