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Noncompetition Agreement Template for England and Wales

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Key Requirements PROMPT example:

Noncompetition Agreement

"I need a Noncompetition Agreement for a senior software developer leaving our London-based tech company in March 2025, restricting them from working with competitors within Greater London for 12 months and protecting our client relationships and proprietary code."

Document background
A Noncompetition Agreement is essential for businesses operating in England and Wales seeking to protect their legitimate interests from competitive harm. This document is commonly used in employment relationships, business sales, and partnership dissolutions. It establishes clear restrictions on competitive activities, including temporal and geographic limitations, while ensuring compliance with English law principles of reasonableness and legitimate business protection. The agreement typically includes specific provisions about prohibited activities, duration of restrictions, and territorial scope, all carefully drafted to ensure enforceability under English law.
Suggested Sections

1. Parties: Identification and details of the contracting parties

2. Background: Context and purpose of the agreement, including the legitimate business interests being protected

3. Definitions: Key terms used throughout the agreement, including specific business activities and territory definitions

4. Scope of Restrictions: Detailed description of prohibited activities and competitive restrictions

5. Duration: Time period for which restrictions apply, ensuring reasonableness under common law

6. Geographic Scope: Territorial limitations of the restrictions, defined with specific boundaries

7. Consideration: Value exchanged for the restrictions to ensure enforceability

8. Remedies: Consequences of breach and available legal remedies

Optional Sections

1. Garden Leave: Provisions for paid leave during notice period, typically used in employment-related noncompete agreements

2. Non-solicitation Provisions: Additional restrictions on approaching customers or employees, commonly used in business sale or employment contexts

3. Confidentiality Obligations: Specific provisions for protecting sensitive information and trade secrets

4. Post-Termination Obligations: Additional obligations that survive the termination of the main agreement

Suggested Schedules

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

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

3. Schedule 3 - Protected Territory: Detailed description or maps of geographic restrictions

4. Schedule 4 - Consideration Details: Detailed breakdown of payment or other consideration provided for the restrictions

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

Competition Act 1998: Primary legislation governing competition law in the UK. Ensures the noncompete agreement doesn't create unfair market restrictions and complies with competition law principles.

Trade Secrets Regulations 2018: Legislation protecting confidential business information and defining what constitutes trade secrets in UK law.

Employment Rights Act 1996: Key employment legislation affecting the enforceability of post-employment restrictions and employment relationships.

Restraint of Trade Doctrine: Common law principle requiring that restrictive covenants must be reasonable in scope, protect legitimate business interests, and cannot be wider than necessary.

Contract Law Fundamentals: Basic principles including consideration requirements, clarity and certainty of terms, and capacity to contract.

Tillman v Egon Zehnder Ltd [2019]: Leading Supreme Court case establishing key principles for reasonable restrictions in restrictive covenants.

TFS Derivatives Ltd v Morgan [2004]: Case law providing guidance on legitimate business interests and appropriate geographic/temporal restrictions.

Duration Requirements: Practical consideration requiring specific time limits that must be reasonable and justifiable.

Geographic Scope: Practical consideration requiring clear definition of territorial limits that must be reasonable for the business context.

Business Activities Scope: Practical consideration requiring clear definition of restricted business activities that must be specific and reasonable.

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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