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Vendor Non Compete Agreement
"I need a Vendor Non-Compete Agreement for a technology services provider in Nigeria who will have access to our proprietary software and client database, with nationwide restrictions and a two-year non-compete period starting from March 2025."
1. Parties: Identification of the contracting parties - the company and the vendor
2. Background: Context of the business relationship and purpose of the agreement
3. Definitions: Key terms used throughout the agreement including 'Confidential Information', 'Competitive Business', 'Territory', etc.
4. Scope of Business Relationship: Description of the vendor's role and business relationship with the company
5. Non-Compete Obligations: Core restrictions on competitive activities, including duration and geographical scope
6. Non-Solicitation Provisions: Restrictions on soliciting customers, employees, or other vendors
7. Confidentiality Obligations: Requirements for handling and protecting confidential information
8. Duration and Territory: Specific timeframe and geographical area of restrictions
9. Consideration: The consideration provided in exchange for the non-compete commitments
10. Acknowledgments: Vendor's acknowledgment of reasonableness and necessity of restrictions
11. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
12. General Provisions: Standard clauses including governing law, severability, and entire agreement
1. Post-Termination Obligations: Additional obligations that survive after the business relationship ends
2. Assignment Rights: Include when the agreement needs to be assignable to company successors
3. Independent Contractor Status: Clarification of vendor's status when relevant to the relationship
4. Dispute Resolution: Specific procedures for resolving disputes, including arbitration if preferred
5. Training and Trade Secrets: When vendor receives specialized training or access to trade secrets
6. Corporate Authority: When vendor is a corporate entity rather than an individual
7. Insurance Requirements: When specific insurance coverage is required from the vendor
1. Schedule A - Restricted Territory: Detailed description of geographical areas covered by restrictions
2. Schedule B - Competitive Business Activities: Specific list of prohibited business activities and competitors
3. Schedule C - Consideration Details: Breakdown of any financial or other consideration provided
4. Schedule D - Confidential Information: Detailed list of types of confidential information covered
5. Appendix 1 - Vendor Services: Detailed description of services provided by the vendor
6. Appendix 2 - Key Customers: List of protected customers if applicable to the non-solicitation provisions
Authors
Technology
Manufacturing
Professional Services
Retail
Healthcare
Financial Services
Telecommunications
Oil and Gas
Construction
Logistics and Supply Chain
Consulting
Food and Beverage
Legal
Procurement
Vendor Management
Supply Chain
Operations
Compliance
Risk Management
Commercial
Finance
Business Development
Procurement Manager
Legal Counsel
Vendor Relations Manager
Supply Chain Director
Commercial Director
Contracts Administrator
Chief Legal Officer
Business Development Manager
Operations Director
Risk Manager
Compliance Officer
Chief Financial Officer
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