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Subcontractor Non Compete Agreement
"I need a Subcontractor Non-Compete Agreement for a software development contractor who will have access to our proprietary code and client data, with restrictions covering Ireland and the UK for 12 months after termination, to be effective from March 2025."
1. Parties: Identification of the contracting parties - the main contractor and the subcontractor
2. Background: Context of the agreement, nature of the business relationship, and legitimate business interests being protected
3. Definitions: Definitions of key terms including 'Confidential Information', 'Restricted Business', 'Territory', and 'Restricted Period'
4. Scope of Engagement: Overview of the subcontractor's role and services
5. Non-Compete Obligations: Core restrictions on competing activities, including temporal and geographical scope
6. Non-Solicitation Provisions: Restrictions on soliciting clients, employees, or other contractors
7. Confidentiality Obligations: Protection of confidential information and trade secrets
8. Duration and Territory: Specific timeframes and geographical areas where restrictions apply
9. Acknowledgments: Subcontractor's acknowledgment of reasonableness of restrictions
10. Remedies: Available remedies in case of breach, including injunctive relief
11. Severability: Provisions for maintaining validity if parts are found unenforceable
12. Governing Law and Jurisdiction: Specification of Irish law as governing law and jurisdiction
1. Garden Leave: Optional provisions for paid non-compete period, used when higher protection is needed
2. Assignment Rights: Include when transfer of rights needs to be addressed, particularly in corporate contexts
3. Consideration: Specific section detailing additional consideration for non-compete obligations, if applicable
4. Post-Termination Obligations: Detailed post-termination procedures, needed for complex relationships
5. Monitoring and Compliance: Procedures for monitoring compliance, useful for high-risk situations
6. Alternative Dispute Resolution: Include when parties prefer mediation or arbitration before litigation
1. Schedule 1 - Restricted Activities: Detailed list of specific activities the subcontractor is prohibited from engaging in
2. Schedule 2 - Restricted Territory: Detailed maps or descriptions of geographical areas where restrictions apply
3. Schedule 3 - Restricted Clients/Customers: List of specific clients or customer categories covered by non-solicitation provisions
4. Schedule 4 - Restricted Competitors: List of specific competitors or competitor types the subcontractor cannot work with
5. Schedule 5 - Consideration Details: Details of any specific consideration provided for the non-compete obligations
6. Appendix A - Confidential Information Categories: Detailed categorization of information considered confidential under the agreement
Authors
Technology
Professional Services
Construction
Healthcare
Financial Services
Information Technology
Management Consulting
Software Development
Engineering
Creative Industries
Research and Development
Manufacturing
Telecommunications
Legal
Human Resources
Procurement
Operations
Commercial
Risk and Compliance
Executive Leadership
Business Development
Project Management
Vendor Management
Legal Counsel
HR Director
Procurement Manager
Project Manager
Operations Director
Contract Manager
Business Development Manager
Chief Technology Officer
Head of Operations
Commercial Director
Risk Manager
Compliance Officer
Head of Human Resources
Managing Director
Chief Executive Officer
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