NON-COMPETE AGREEMENT
THIS NON-COMPETE AGREEMENT (the "Agreement") is made effective as of ________ (the "Agreement Date").
BY AND BETWEEN THE EMPLOYER (hereinafter "Employer"):
________, of the following address:
________
AND THE EMPLOYEE (hereinafter "Employee"):
________, of the following address:
________
(referred to herein as "Parties" or individually as "Party")
(1) BACKGROUND
(a) The Employee is currently employed, or will be employed in the future by the Employer (which will hereinafter be referred to as "the Employment Relationship").
(b) The Employee may, either during the Employment Relationship or after the Employment Relationship has terminated, have an opportunity to obtain an unfair competitive advantage over the business of the Employer ("the Business") or to compete with the Business in such a way that may cause harm or damage to the Business.
(c) The Parties have chosen to enter this Agreement in order to protect the legitimate business interests of the Employer.
(2) CONDITION OF EMPLOYMENT
In consideration of the commitments and obligations made by the Parties, the Parties agree that the execution of this Agreement is a condition of the employment of the Employee by the Employer.
(3) NON-COMPETE COVENANT
(a) During the Employment Relationship and for the time period as described in the "Time Period" clause of this Agreement (which shall hereinafter be referred to as the "Time Period"), the Employee will not directly or indirectly engage in any business that competes with the Employer.
(b) Directly or indirectly engaging in any competitive business includes, but is not limited to:
(I) engaging in a business as owner, partner, or agent;
(II) becoming an employee of any third party that is engaged in such business;
(III) becoming interested directly or indirectly in any such business; or
(IV) soliciting any customer of the Employer for the benefit of a third party that is engaged in such business
(c) The Employee agrees that this non-compete agreement will not adversely affect the Employee's livelihood.
(d) This covenant shall apply to the geographic area as described in the "Geographic Area" clause of this Agreement, (which shall hereinafter be referred to as the "Geographic Area").
(4) NON-SOLICITATION COVENANT
(a) During the Employment Relationship and for the Time Period (as described in the "Time Period" clause of this Agreement), the Employee will not directly or indirectly solicit business from, or attempt to sell, license, or provide the same or similar products or services as are now provided to any customer or client of the Employer.
(b) During the Employment Relationship and for the Time Period (as described in the "Time Period" clause of this Agreement), the Employee shall not use the Employer's existing client demographic and confidential information to solicit and provide quotes and/or transfer business to any competing entity.
(c) During the Employment Relationship and for the Time Period (as described in the "Time Period" clause of this Agreement), the Employee will not directly or indirectly solicit, induce, or attempt to induce any employee of the Employer to terminate his or her employment with the Employer.
(5) CONFIDENTIALITY
(a) The Employee hereby acknowledges and agrees that the Employee may have or may have had access to information that is confidential and/or commercially valuable to the Employer ("Confidential Information"), which may include but is not limited to:
(I) information of whatever nature relating to the business activities, practices and finances of the Employer;
(II) any other evaluation material, design work, technologies, technological ideas or strategies, strategic plans and ideas, marketing strategies, innovations, creative plans, concepts and any other plans or ideas developed by the Employer or on its behalf, or used by the Employer, whether relating specifically to the Employer's business or otherwise;
(III) any information derived from any other information which falls within this definition of Confidential Information; and
(IV) any copy of any Confidential Information.
but does not include information which:
(I) was known or in the possession of the Employee before it was provided to the Employee by the Employer, provided that it was known or in the possession of the Employee through legal means, and not as a result of any breach of this Agreement or any other agreement or obligation relating to confidentiality (whether or not the Employee was a party to such other agreement or obligation);
(II) is, or becomes, publicly available, through no fault of the Employee;
(III) is or was provided to the Employee without restriction or disclosure by a third party, who did not breach any confidentiality obligations by making such a disclosure;
(IV) is or was provided to the Employee by the Employer and marked "Non Confidential"; or
(V) is required by law or regulation to be disclosed, but in the event that this exception applies, it applies only to the absolute minimum necessary and provided that the Employer is first consulted to establish whether and if so how far it is possible to prevent or restrict such enforced disclosure.
(b) During the Employment Relationship and for the Time Period (as described in the "Time Period" clause of this Agreement), the Employee shall keep the Confidential Information confidential and secret.
(c) During the Employment Relationship and for the Time Period (as described in the "Time Period" clause of this Agreement), the Employee shall only use the Confidential Information in accordance with the purpose for which it was provided by the Employer, or as otherwise directed by the Employer.
(d) If there is any doubt as to whether any particular information constitutes Confidential Information, the Employee should presume it is Confidential Information, until the Employee obtains explicit confirmation from the Employer that it is not Confidential Information.
(e) This clause will survive termination or expiration of this Agreement.
(6) TIME PERIOD
(a) For the purposes of this Agreement, "the Time Period" means, from the Agreement Date, the following amount of time:
six months.
(b) This clause will survive termination, expiration or Completion of this Agreement.
(7) GEOGRAPHIC AREA
(a) For the purposes of this Agreement, "the Geographic Area" means, from the Restraint Address, a distance of:
(I) one kilometre;
(b) For the purposes of this Agreement, "Restraint Address" means the following address:
________
(c) This clause will survive termination, expiration or Completion of this Agreement.
(8) ENTIRE AGREEMENT
This Agreement contains the entire Agreement of the Parties regarding the subject matter of this Agreement, and there are no other promises or conditions in any other Agreement, whether oral or written.
(9) 555588852558
(________) 552 2552828 5582 522222225 22 88282 252 222-8222222 252888822 82 2552 82 5228828 2282 22 252 252222 228288552 22 2522282 8228282522 85882288 525 25222522 822252828.
(________) 52 522 2528888228 22 2588 825222222 85588 82 5285 22 82 8285885 25 5222225825882 225 522 525822, 252 522582822 2528888228 85588 82228252 22 82 85885 525 22225825882.
(________) 52 5 82552 28258 2552 522 252888822 22 2588 825222222 88 8285885 25 5222225825882, 852 2552 82 88282822 8585 252888822 82 82585 828222 85885 525 22225825882, 2522 8585 252888822 85588 82 522225 22 82 8582222, 822825525, 525 22225825 58 82 8828225.
(10) INJUNCTION
(a) It is agreed that if the Employee violates the terms of this Agreement, irreparable harm will occur, and damages will be insufficient to compensate the Employer.
(b) In the event of a breach of this Agreement, the Employer will be entitled to seek injunctive relief (i.e. a court order that requires all parties comply with this Agreement) to enforce the terms of this Agreement.
(c) In case of litigation, the prevailing party shall have the right to collect from the other party its reasonable costs and necessary disbursements and legal fees incurred in enforcing this Agreement.
(11) WARRANTIES REGARDING COMPETITION
(a) Each Party hereby respectively warrants:
(I) That this Agreement does not relate to a contract, arrangement, or understanding, or a concerted practice for the purpose, or with the likely effect, of substantially lessening competition according to the Competition and Consumer Act 2010 (Commonwealth) ("CCA");
(II) That this Agreement does not relate to some kind of exclusive dealing between the parties, for the purpose, or with the effect or likely effect, of substantially lessening competition according to the CCA;
(III) That this Agreement does not relate to some kind of arrangement involving "price fixing" according to the CCA, whereby competitors have agreed on pricing rather than competing against each other;
(IV) That this Agreement does not relate to some kind of arrangement involving "output restrictions" according to the CCA, whereby competitors have agreed to prevent, restrict, or limit the volume or type of particular goods or services available;
(V) That this Agreement does not relate to some kind of arrangement involving "market sharing" according to the CCA, whereby competitors have agreed to divide or allocate customers, suppliers, or territories among themselves rather than allowing competitive market forces to work; and
(VI) That this Agreement does not relate to some kind of arrangement involving "bid rigging" or "collusive tendering" according to the CCA, whereby competitors have agreed they will not compete genuinely with each other for tenders, allowing one of the competitors to 'win' the tender.
(b) This clause will survive termination or expiration of this Agreement.
(12) WARRANTIES REGARDING LEGAL ADVICE
(a) Each Party, (which for the purposes of this clause shall be referred to as the "Warranting Party" as the context requires) hereby respectively warrants:
(I) That the Warranting Party fully understands the terms of this Agreement.
(II) That the Warranting Party has had the opportunity to obtain independent legal advice in relation to the matters addressed by this Agreement and the Warranting Party has either:
(A) taken such independent legal advice; or
(B) elected not to take such independent legal advice.
(III) That the Warranting Party has not been induced to enter this Agreement by any representation(s) made by the other Party or by any officer, employee, director, agent, contractor, assignee, successor or other representative of the other Party, except as provided in this Agreement.
(b) This clause will survive termination or expiration of this Agreement.
(13) APPLICABLE LAW
This Agreement shall be governed by the laws of New South Wales.
(14) BINDING
The provisions of this Agreement shall be binding upon and inure to the benefit of both Parties and their respective legal representatives, successors, and assigns.
(15) SURVIVAL OF OBLIGATIONS
Notwithstanding any other provisions of this Agreement, at the termination, expiration or completion of this Agreement, any provisions of this Agreement which would by their nature be expected to survive termination, expiration or completion shall remain in full force and effect, including but not limited to any provisions which are explicitly stated to survive termination, expiration or completion.
(16) NO WAIVER
None of the powers or rights created under the terms of this Agreement shall be deemed to have been waived by any act or acquiescence of either Party. A power or right under the terms of this Agreement may only be waived in writing, signed by the Party that is waiving the said power or right. No waiver of any power or right under a term of this Agreement shall constitute a waiver of any other power or right or of the same power or right on a future date. Failure of either Party to enforce any term of this Agreement shall not constitute waiver of such term or any other term.
(17) COUNTERPARTS
This Agreement may be executed in counterparts, all of which shall constitute a single agreement. If the dates set forth at the end of this document are different, this Agreement is to be considered effective as of the date that both Parties have signed the agreement, which may be the later date.
(18) FURTHER ACTS
Each Party must, and must ensure that its directors, employees, officers, agents, representatives and contractors do all things and sign, execute and deliver all documents, agreements and instruments as reasonably required in order to give effect to this Agreement and to the rights and obligations of the Parties created under this Agreement.
EXECUTED AS AN AGREEMENT THIS ________
Signed for and on behalf of ________ in accordance with section 127(1) of the Corporations Act 2001 (Commonwealth) by being signed by ________ and ________, two of its directors:
..................................................
________, Director
..................................................
________, Director
Signed for and on behalf of ________:
..................................................
________
In the presence of:
..................................................
Witness Signature
..................................................
Witness Name
..................................................
Witness Occupation
..................................................
..................................................
Witness Address
NON-COMPETE AGREEMENT
THIS NON-COMPETE AGREEMENT (the "Agreement") is made effective as of ________ (the "Agreement Date").
BY AND BETWEEN THE EMPLOYER (hereinafter "Employer"):
________, of the following address:
________
AND THE EMPLOYEE (hereinafter "Employee"):
________, of the following address:
________
(referred to herein as "Parties" or individually as "Party")
(1) BACKGROUND
(a) The Employee is currently employed, or will be employed in the future by the Employer (which will hereinafter be referred to as "the Employment Relationship").
(b) The Employee may, either during the Employment Relationship or after the Employment Relationship has terminated, have an opportunity to obtain an unfair competitive advantage over the business of the Employer ("the Business") or to compete with the Business in such a way that may cause harm or damage to the Business.
(c) The Parties have chosen to enter this Agreement in order to protect the legitimate business interests of the Employer.
(2) CONDITION OF EMPLOYMENT
In consideration of the commitments and obligations made by the Parties, the Parties agree that the execution of this Agreement is a condition of the employment of the Employee by the Employer.
(3) NON-COMPETE COVENANT
(a) During the Employment Relationship and for the time period as described in the "Time Period" clause of this Agreement (which shall hereinafter be referred to as the "Time Period"), the Employee will not directly or indirectly engage in any business that competes with the Employer.
(b) Directly or indirectly engaging in any competitive business includes, but is not limited to:
(I) engaging in a business as owner, partner, or agent;
(II) becoming an employee of any third party that is engaged in such business;
(III) becoming interested directly or indirectly in any such business; or
(IV) soliciting any customer of the Employer for the benefit of a third party that is engaged in such business
(c) The Employee agrees that this non-compete agreement will not adversely affect the Employee's livelihood.
(d) This covenant shall apply to the geographic area as described in the "Geographic Area" clause of this Agreement, (which shall hereinafter be referred to as the "Geographic Area").
(4) NON-SOLICITATION COVENANT
(a) During the Employment Relationship and for the Time Period (as described in the "Time Period" clause of this Agreement), the Employee will not directly or indirectly solicit business from, or attempt to sell, license, or provide the same or similar products or services as are now provided to any customer or client of the Employer.
(b) During the Employment Relationship and for the Time Period (as described in the "Time Period" clause of this Agreement), the Employee shall not use the Employer's existing client demographic and confidential information to solicit and provide quotes and/or transfer business to any competing entity.
(c) During the Employment Relationship and for the Time Period (as described in the "Time Period" clause of this Agreement), the Employee will not directly or indirectly solicit, induce, or attempt to induce any employee of the Employer to terminate his or her employment with the Employer.
(5) CONFIDENTIALITY
(a) The Employee hereby acknowledges and agrees that the Employee may have or may have had access to information that is confidential and/or commercially valuable to the Employer ("Confidential Information"), which may include but is not limited to:
(I) information of whatever nature relating to the business activities, practices and finances of the Employer;
(II) any other evaluation material, design work, technologies, technological ideas or strategies, strategic plans and ideas, marketing strategies, innovations, creative plans, concepts and any other plans or ideas developed by the Employer or on its behalf, or used by the Employer, whether relating specifically to the Employer's business or otherwise;
(III) any information derived from any other information which falls within this definition of Confidential Information; and
(IV) any copy of any Confidential Information.
but does not include information which:
(I) was known or in the possession of the Employee before it was provided to the Employee by the Employer, provided that it was known or in the possession of the Employee through legal means, and not as a result of any breach of this Agreement or any other agreement or obligation relating to confidentiality (whether or not the Employee was a party to such other agreement or obligation);
(II) is, or becomes, publicly available, through no fault of the Employee;
(III) is or was provided to the Employee without restriction or disclosure by a third party, who did not breach any confidentiality obligations by making such a disclosure;
(IV) is or was provided to the Employee by the Employer and marked "Non Confidential"; or
(V) is required by law or regulation to be disclosed, but in the event that this exception applies, it applies only to the absolute minimum necessary and provided that the Employer is first consulted to establish whether and if so how far it is possible to prevent or restrict such enforced disclosure.
(b) During the Employment Relationship and for the Time Period (as described in the "Time Period" clause of this Agreement), the Employee shall keep the Confidential Information confidential and secret.
(c) During the Employment Relationship and for the Time Period (as described in the "Time Period" clause of this Agreement), the Employee shall only use the Confidential Information in accordance with the purpose for which it was provided by the Employer, or as otherwise directed by the Employer.
(d) If there is any doubt as to whether any particular information constitutes Confidential Information, the Employee should presume it is Confidential Information, until the Employee obtains explicit confirmation from the Employer that it is not Confidential Information.
(e) This clause will survive termination or expiration of this Agreement.
(6) TIME PERIOD
(a) For the purposes of this Agreement, "the Time Period" means, from the Agreement Date, the following amount of time:
six months.
(b) This clause will survive termination, expiration or Completion of this Agreement.
(7) GEOGRAPHIC AREA
(a) For the purposes of this Agreement, "the Geographic Area" means, from the Restraint Address, a distance of:
(I) one kilometre;
(b) For the purposes of this Agreement, "Restraint Address" means the following address:
________
(c) This clause will survive termination, expiration or Completion of this Agreement.
(8) ENTIRE AGREEMENT
This Agreement contains the entire Agreement of the Parties regarding the subject matter of this Agreement, and there are no other promises or conditions in any other Agreement, whether oral or written.
(9) 555588852558
(________) 552 2552828 5582 522222225 22 88282 252 222-8222222 252888822 82 2552 82 5228828 2282 22 252 252222 228288552 22 2522282 8228282522 85882288 525 25222522 822252828.
(________) 52 522 2528888228 22 2588 825222222 85588 82 5285 22 82 8285885 25 5222225825882 225 522 525822, 252 522582822 2528888228 85588 82228252 22 82 85885 525 22225825882.
(________) 52 5 82552 28258 2552 522 252888822 22 2588 825222222 88 8285885 25 5222225825882, 852 2552 82 88282822 8585 252888822 82 82585 828222 85885 525 22225825882, 2522 8585 252888822 85588 82 522225 22 82 8582222, 822825525, 525 22225825 58 82 8828225.
(10) INJUNCTION
(a) It is agreed that if the Employee violates the terms of this Agreement, irreparable harm will occur, and damages will be insufficient to compensate the Employer.
(b) In the event of a breach of this Agreement, the Employer will be entitled to seek injunctive relief (i.e. a court order that requires all parties comply with this Agreement) to enforce the terms of this Agreement.
(c) In case of litigation, the prevailing party shall have the right to collect from the other party its reasonable costs and necessary disbursements and legal fees incurred in enforcing this Agreement.
(11) WARRANTIES REGARDING COMPETITION
(a) Each Party hereby respectively warrants:
(I) That this Agreement does not relate to a contract, arrangement, or understanding, or a concerted practice for the purpose, or with the likely effect, of substantially lessening competition according to the Competition and Consumer Act 2010 (Commonwealth) ("CCA");
(II) That this Agreement does not relate to some kind of exclusive dealing between the parties, for the purpose, or with the effect or likely effect, of substantially lessening competition according to the CCA;
(III) That this Agreement does not relate to some kind of arrangement involving "price fixing" according to the CCA, whereby competitors have agreed on pricing rather than competing against each other;
(IV) That this Agreement does not relate to some kind of arrangement involving "output restrictions" according to the CCA, whereby competitors have agreed to prevent, restrict, or limit the volume or type of particular goods or services available;
(V) That this Agreement does not relate to some kind of arrangement involving "market sharing" according to the CCA, whereby competitors have agreed to divide or allocate customers, suppliers, or territories among themselves rather than allowing competitive market forces to work; and
(VI) That this Agreement does not relate to some kind of arrangement involving "bid rigging" or "collusive tendering" according to the CCA, whereby competitors have agreed they will not compete genuinely with each other for tenders, allowing one of the competitors to 'win' the tender.
(b) This clause will survive termination or expiration of this Agreement.
(12) WARRANTIES REGARDING LEGAL ADVICE
(a) Each Party, (which for the purposes of this clause shall be referred to as the "Warranting Party" as the context requires) hereby respectively warrants:
(I) That the Warranting Party fully understands the terms of this Agreement.
(II) That the Warranting Party has had the opportunity to obtain independent legal advice in relation to the matters addressed by this Agreement and the Warranting Party has either:
(A) taken such independent legal advice; or
(B) elected not to take such independent legal advice.
(III) That the Warranting Party has not been induced to enter this Agreement by any representation(s) made by the other Party or by any officer, employee, director, agent, contractor, assignee, successor or other representative of the other Party, except as provided in this Agreement.
(b) This clause will survive termination or expiration of this Agreement.
(13) APPLICABLE LAW
This Agreement shall be governed by the laws of New South Wales.
(14) BINDING
The provisions of this Agreement shall be binding upon and inure to the benefit of both Parties and their respective legal representatives, successors, and assigns.
(15) SURVIVAL OF OBLIGATIONS
Notwithstanding any other provisions of this Agreement, at the termination, expiration or completion of this Agreement, any provisions of this Agreement which would by their nature be expected to survive termination, expiration or completion shall remain in full force and effect, including but not limited to any provisions which are explicitly stated to survive termination, expiration or completion.
(16) NO WAIVER
None of the powers or rights created under the terms of this Agreement shall be deemed to have been waived by any act or acquiescence of either Party. A power or right under the terms of this Agreement may only be waived in writing, signed by the Party that is waiving the said power or right. No waiver of any power or right under a term of this Agreement shall constitute a waiver of any other power or right or of the same power or right on a future date. Failure of either Party to enforce any term of this Agreement shall not constitute waiver of such term or any other term.
(17) COUNTERPARTS
This Agreement may be executed in counterparts, all of which shall constitute a single agreement. If the dates set forth at the end of this document are different, this Agreement is to be considered effective as of the date that both Parties have signed the agreement, which may be the later date.
(18) FURTHER ACTS
Each Party must, and must ensure that its directors, employees, officers, agents, representatives and contractors do all things and sign, execute and deliver all documents, agreements and instruments as reasonably required in order to give effect to this Agreement and to the rights and obligations of the Parties created under this Agreement.
EXECUTED AS AN AGREEMENT THIS ________
Signed for and on behalf of ________ in accordance with section 127(1) of the Corporations Act 2001 (Commonwealth) by being signed by ________ and ________, two of its directors:
..................................................
________, Director
..................................................
________, Director
Signed for and on behalf of ________:
..................................................
________
In the presence of:
..................................................
Witness Signature
..................................................
Witness Name
..................................................
Witness Occupation
..................................................
..................................................
Witness Address
Answer the question, then click on "Next".
The document is written according to your responses - clauses are added or removed, paragraphs are customised, words are changed, etc.
At the end, you will immediately receive the document in Word and PDF formats. You can then open the Word document to modify it and reuse it however you wish.
