Non Competition Agreement Between Companies

Non Competition Agreement Between Companies Template for Nigeria

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Key Requirements PROMPT example:

"I need a Non Competition Agreement Between Companies for a technology software company in Lagos, Nigeria, selling part of its business to a competitor, with a 3-year restriction period starting from March 2025, covering West African territories."

Document background

The Non Competition Agreement Between Companies is a crucial legal instrument in Nigerian business transactions, particularly used in scenarios involving mergers, acquisitions, joint ventures, or strategic partnerships. This document is essential when companies need to protect their legitimate business interests while ensuring compliance with Nigerian competition law, especially the Federal Competition and Consumer Protection Act 2018. It typically arises in situations where companies share sensitive information, technology, or market access, and need to prevent unfair competition. The agreement defines specific restricted activities, geographical boundaries, and time periods for non-competition, while carefully balancing the need for business protection with legal requirements for fair competition in Nigeria. It's particularly relevant in cases of business sales, joint ventures, or when companies engage in close collaborative arrangements where competitive risks need to be managed.

Suggested Sections

1. Parties: Identification of the companies entering into the agreement, including their registration details and registered addresses

2. Background: Context of the agreement, including the business relationship between the parties and the reason for the non-compete arrangement

3. Definitions: Key terms used throughout the agreement, including 'Competitive Business', 'Confidential Information', 'Territory', etc.

4. Scope of Non-Competition: Detailed description of the prohibited competitive activities and business areas covered by the agreement

5. Duration: Time period for which the non-compete obligations will remain in effect

6. Territorial Limitations: Geographic areas where the non-compete restrictions apply

7. Consideration: The consideration provided in exchange for the non-compete obligations

8. Confidentiality Obligations: Provisions regarding the protection and non-disclosure of confidential information

9. Representations and Warranties: Statements of fact and guarantees made by each party

10. Breach and Remedies: Consequences of breaching the agreement and available remedies

11. General Provisions: Standard clauses including governing law, jurisdiction, entire agreement, and amendment procedures

Optional Sections

1. Non-Solicitation: Additional restrictions on soliciting employees, customers, or suppliers - included when broader protection is needed

2. Assignment Rights: Terms regarding the ability to transfer rights under the agreement - included when assignment might be contemplated

3. Group Company Provisions: Extension of obligations to affiliated companies - included when dealing with corporate groups

4. Exceptions and Permitted Activities: Specific carve-outs from the non-compete obligations - included when certain competitive activities need to be allowed

5. Monitoring and Reporting: Procedures for monitoring compliance - included for high-value or high-risk agreements

6. Step-In Rights: Rights of one party to take over certain operations - included in strategic partnerships

Suggested Schedules

1. Schedule 1 - Restricted Business Activities: Detailed list of specific business activities that are prohibited

2. Schedule 2 - Territory Definition: Detailed description or maps of the geographical areas covered by the agreement

3. Schedule 3 - Affiliated Companies: List of group companies or affiliates bound by the agreement

4. Schedule 4 - Consideration Details: Detailed breakdown of any financial or other consideration provided

5. Appendix A - Compliance Certificate: Template for periodic compliance certification if required

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 Pharmaceuticals

Energy and Natural Resources

Financial Services

Telecommunications

Retail and Consumer Goods

Industrial Services

Construction and Engineering

Media and Entertainment

Agriculture and Food Processing

Relevant Teams

Legal

Corporate Development

Executive Leadership

Business Development

Compliance

Strategy

Operations

Commercial

Mergers & Acquisitions

Risk Management

Relevant Roles

Chief Executive Officer

Managing Director

Chief Legal Officer

General Counsel

Business Development Director

Chief Strategy Officer

Chief Operating Officer

Commercial Director

Corporate Development Manager

Mergers & Acquisitions Director

Legal Counsel

Compliance Officer

Business Unit Head

Regional Director

Partnership Manager

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