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1. Parties: Identifies and provides full details of the contracting parties - the principal contractor and the subcontractor
2. Background: Sets out the context of the agreement, including the nature of the principal contractor's business and the subcontractor's role
3. Definitions: Defines key terms used throughout the agreement, including 'Confidential Information', 'Restricted Business', 'Territory', and 'Restricted Period'
4. Scope of Subcontractor Engagement: Outlines the general nature of services provided by the subcontractor and their relationship with the principal contractor
5. Non-Compete Obligations: Details the specific restrictions on competitive activities, including temporal and geographical limitations
6. Confidentiality Obligations: Specifies the subcontractor's obligations regarding confidential information and trade secrets
7. Duration and Territory: Specifies the time period and geographical area where the non-compete restrictions apply
8. Exceptions and Permitted Activities: Lists activities that are explicitly permitted despite the non-compete provisions
9. Acknowledgment of Reasonableness: Subcontractor's acknowledgment that restrictions are reasonable and necessary to protect legitimate business interests
10. Remedies: Outlines available remedies in case of breach, including injunctive relief and damages
11. General Provisions: Standard contract clauses including governing law, jurisdiction, and entire agreement provisions
1. Non-Solicitation of Customers: Additional restrictions on approaching or dealing with customers, used when the subcontractor has significant customer contact
2. Non-Solicitation of Employees: Restrictions on hiring or soliciting employees, used when the subcontractor has access to key personnel
3. Intellectual Property Rights: Provisions regarding IP created during the engagement, used when the services involve creative or technical work
4. Post-Termination Obligations: Specific obligations that survive the end of the subcontractor relationship, used for complex engagements
5. Training and Investment Provisions: Justification for restrictions based on specialized training or investment in the subcontractor, used when significant training is provided
6. Assignment and Succession: Provisions regarding the transfer of obligations, used when there's a likelihood of corporate restructuring
1. Schedule 1 - Scope of Services: Detailed description of the services provided by the subcontractor
2. Schedule 2 - Restricted Territory: Detailed definition and/or maps of the geographical areas covered by restrictions
3. Schedule 3 - Restricted Businesses: Specific list of competing businesses or business types that are restricted
4. Schedule 4 - Confidential Information: Detailed list or categories of information considered confidential
5. Appendix A - Form of Acknowledgment: Standard form for the subcontractor to acknowledge understanding of restrictions
6. Appendix B - Compliance Certificate: Form for periodic certification of compliance with non-compete obligations
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