Non Compete Clause In Shareholders Agreement

Non Compete Clause In Shareholders Agreement Template for Germany

Create a bespoke document in minutes, or upload and review your own.

4.6 / 5

4.8 / 5

Let's create your Non Compete Clause In Shareholders Agreement

1. Select your governing law and document type:

2. Enter your key requirements:

3. Create your document to edit, review or download

Get your first 2 documents free

Your data doesn't train Genie's AI

You keep IP ownership of your information

Key Requirements PROMPT example:

"I need a Non Compete Clause In Shareholders Agreement for our Berlin-based software startup, restricting shareholders from competing in the EU software development market for 2 years after exit, with special attention to protecting our AI technology patents."

Document background

A Non-Compete Clause in Shareholders Agreement is a critical component of corporate governance documentation under German law, typically implemented when companies need to protect their legitimate business interests from competition by their shareholders. This document becomes particularly relevant during company formations, share transfers, or when updating existing shareholder arrangements. It must carefully balance the protection of company interests with the strict requirements of German competition law, which generally limits non-compete obligations to what is reasonably necessary for business protection. The agreement must specify clear geographical boundaries, time limitations (typically not exceeding 2-3 years under German practice), and precise scope of restricted activities. Special attention is given to compliance with §138 BGB (German Civil Code) regarding good morals and public policy, and the GWB (German Act Against Restraints of Competition).

Suggested Sections

1. Parties: Identification of all parties to the agreement, including full legal names and addresses

2. Background: Context of the agreement, including description of the company and existing shareholder relationships

3. Definitions: Detailed definitions of key terms used throughout the agreement, particularly defining 'Competition', 'Restricted Business', and 'Territory'

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

5. Duration and Geographic Scope: Specific timeframe and territorial limits of the non-compete restrictions

6. Exceptions and Permitted Activities: Activities explicitly allowed despite the non-compete provisions

7. Consideration: Details of any compensation or consideration for the non-compete obligations

8. Enforcement and Remedies: Mechanisms for enforcing the non-compete provisions and remedies for breach

9. Severability: Provisions ensuring remainder of agreement remains valid if specific provisions are found unenforceable

10. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction for disputes

Optional Sections

1. International Provisions: Additional provisions for cross-border application of non-compete restrictions, needed when parties operate internationally

2. Shareholder Categories: Different non-compete obligations for different classes of shareholders, needed when there are varying levels of involvement

3. Post-Exit Obligations: Specific provisions for continued application after a shareholder exits, needed when post-sale restrictions are required

4. Compensation Structure: Detailed compensation arrangements for non-compete obligations, needed when specific remuneration is provided

5. Compliance with Industry Regulations: Industry-specific compliance requirements, needed for regulated sectors

6. Monitoring and Reporting: Procedures for monitoring compliance, needed for complex business structures

Suggested Schedules

1. Schedule 1: Restricted Activities: Detailed list of specific activities, businesses, and operations prohibited under the non-compete clause

2. Schedule 2: Territorial Scope: Detailed maps or descriptions of geographical areas where restrictions apply

3. Schedule 3: Existing Business Interests: List of pre-existing business interests or investments exempt from the non-compete provisions

4. Schedule 4: Compensation Details: Detailed breakdown of any compensation structure related to the non-compete obligations

5. Appendix A: Shareholder Consent Forms: Standard forms for obtaining explicit consent to non-compete provisions

6. Appendix B: Compliance Certificate: Template for periodic certification of compliance with non-compete obligations

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok��˰� | 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

Clauses

Relevant Industries

Technology and Software

Manufacturing

Professional Services

Healthcare and Biotechnology

Financial Services

Research and Development

Retail and E-commerce

Industrial Engineering

Consulting Services

Media and Entertainment

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Compliance

Corporate Secretariat

Shareholder Relations

Business Development

Strategy

Investment

Risk Management

Relevant Roles

Chief Executive Officer

Chief Legal Officer

Corporate Lawyer

Managing Director

Board Member

Company Secretary

Legal Counsel

Compliance Officer

Corporate Governance Officer

Shareholder Relations Manager

Investment Director

Business Development Director

Chief Financial Officer

Head of Strategy

Find the exact document you need

Mutual Non Disparagement Agreement

German law-governed agreement establishing mutual obligations between parties to refrain from making negative statements about each other.

tiktok���˰�

How a Sales & Marketing Lead uses tiktok���˰� to reduce contract drafting time by 95%

Let's create your Non Compete Clause In Shareholders Agreement

Authors

Alex Denne

Find the exact document you need

Mutual Non Disparagement Agreement

Current Non Compete Agreement

Non Compete With Independent Contractor

1 Year Non Compete Agreement

B2B Non Compete Agreement

Non Disparagement Agreement

Waiving Non Compete Agreement

Non Compete Non Solicitation Agreement

Non Compete Agreement Business To Business

Non Compete Agreement Between Companies

Consulting Non Compete Agreement

Non Defamation Agreement

Non Compete Agreement After Resignation

Non Compete Intellectual Property Agreement

Non Compete Clause In Share Purchase Agreement

Confidentiality And Non Disparagement Agreement

Active Non Compete Agreement

Subcontractor Non Solicitation Agreement

Non Compete Clause In Shareholders Agreement

Mutual Release And Non Disparagement Agreement

Non Compete In Severance Agreement

Non Compete Agreement Between Business Partners

Agreement Not To Work For Competitor

Letter Of Non Solicitation

Subcontractor Non Compete Agreement

Non Compete Partnership Agreement

Download our whitepaper on the future of AI in Legal

�ұ�Ծ���’s Security Promise

Your documents are private:

Your documents are protected:

Organizational security

Innovation in privacy:

Want to know more?

Use Cases

tiktok��˰�

How a Sales & Marketing Lead uses tiktok��˰� to reduce contract drafting time by 95%

�ұ�Ծ��’s Security Promise