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Business Non Compete Agreement Template for England and Wales

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Key Requirements PROMPT example:

Business Non Compete Agreement

"Need a Business Non Compete Agreement for our technology consulting firm to restrict a strategic partner from competing in the UK cloud services market for 2 years from January 2025, with specific focus on enterprise-level clients in the financial services sector."

Document background
Business Non Compete Agreements are essential tools for protecting commercial interests in England and Wales, commonly used in business sales, partnerships, and commercial relationships. These agreements are subject to strict scrutiny under common law and competition legislation, requiring careful drafting to ensure enforceability. They must demonstrate reasonable scope in terms of duration, geographic area, and business activities, while protecting legitimate business interests. The agreement should be tailored to specific circumstances and include clear definitions of restricted activities, consideration, and enforcement mechanisms.
Suggested Sections

1. Parties: Identification and details of the contracting parties

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Scope of Restrictions: Detailed description of prohibited activities, including business scope and specific restrictions

5. Duration: Time period for which restrictions apply

6. Geographic Area: Territorial scope of restrictions

7. Consideration: Value exchange between parties

8. Remedies for Breach: Consequences and available remedies for violation of the agreement

Optional Sections

1. Confidentiality Provisions: Additional provisions protecting confidential information when sensitive business data is involved

2. Garden Leave: Provisions for paid leave during restriction period, typically used for senior employees

3. Assignment Rights: Rights to transfer agreement obligations to other parties

Suggested Schedules

1. Schedule of Restricted Activities: Detailed list of specific prohibited activities and business areas

2. Schedule of Protected Customers: List of customers covered by non-compete provisions

3. Geographic Territory Map: Visual representation of restricted geographic area

4. Consideration Schedule: Details of payment or other consideration provided under the agreement

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions

























Clauses

























Industries

Common Law Restraint of Trade Doctrine: Fundamental principle stating that contractual restrictions on trade are void unless they are reasonable in the interests of the parties, reasonable in the public interest, and designed to protect legitimate business interests

Competition Act 1998: UK legislation that prohibits anti-competitive agreements and practices. Non-compete agreements must not violate Chapter I prohibition on anti-competitive agreements

European Union (Withdrawal) Act 2018: Post-Brexit legislation governing the retention and application of EU law principles in UK law, including competition law considerations

Law of Property (Miscellaneous Provisions) Act 1989: Contract law legislation governing formalities of contracts and property-related agreements

Unfair Contract Terms Act 1977: Legislation regulating unfair terms in contracts, ensuring reasonableness and fairness in contractual obligations

Misrepresentation Act 1967: Legislation governing false statements or misrepresentations made during contract formation

Employment Rights Act 1996: Employment legislation relevant when non-compete agreements affect employees or former employees

Reasonable Duration Requirement: Legal principle requiring that non-compete restrictions must have a reasonable and justified time limitation

Geographic Scope Limitation: Legal requirement that territorial restrictions in non-compete agreements must be reasonable and justified by business needs

Business Scope Restriction: Principle requiring that the scope of restricted business activities must be reasonable and necessary to protect legitimate interests

Legitimate Business Interest Protection: Legal requirement that non-compete restrictions must protect genuine business interests such as trade secrets, customer relationships, or confidential information

Consideration Requirement: Contract law principle requiring that there must be adequate value exchange between parties for the non-compete agreement to be valid

Enforceability Principles: Legal considerations regarding the practical enforcement of non-compete restrictions in courts

Severability Clause Requirement: Legal provision allowing courts to remove unenforceable parts of the agreement while maintaining valid portions

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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