NON COMPETE AGREEMENT
BETWEEN
________
(the Employer)
AND
________
(the Employee)
This Non Compete Agreement is effective from ________.
BACKGROUND
1. The Employer, ________, is a general partnership (GP) registered at the following address:
________
2. The Employee, ________, is a private individual, resident in Ireland, based at the following address:
________
3. The Employer, in light of the Employee's skills, qualifications and characteristics has chosen to hire the Employee in the following position: ________.
4. The terms and conditions of employment, including job duties, consideration and benefits are articulated in the Contract of Employment dated ________.
5. The Employee accepts the terms and conditions of employment as contained in that agreement.
6. In addition and without prejudice to the obligations imposed on the Employee under the aforementioned Contract of Employment, the Employee acknowledges and accepts that they are bound by further restrictive covenants outlined in the present agreement.
7. The Employee accepts that the execution of this Agreement is a condition of employment.
(1). OBLIGATION OF NON COMPETITION
1.1. The Employee acknowledges and accepts that through the performance of their Contract of Employment, the Employee is exposed to and operationalises important information and material relevant to the commercial viability and strategic performance of the Employer in the marketplace. The use of this information and material to the competitive disadvantage of the Employer would cause significant commercial damage to the Employer, and the Employer has a legitimate interest to protect the goodwill, reputation and commercial interests of the business.
1.2. For the period of employment and for a period of ________ (________) months following the termination of the employment relationship, the Employee will refrain from:
a. any direct or indirect professional engagement with any associations, corporations, individuals, self employed persons or any other going concerns which are in direct competition with the Employer, irrespective of whether or not the Employee receives any remuneration. In so refraining, the Employee will not offer advice, consult with, provide financial support to, or cause the conduct of any business so described that is in direct competition with the Employer;
b. launching any enterprises, joint ventures, partnerships, or sole trading operations with the intent of providing a service that is directly competitive with the Employer's service.
1.3. For the purposes of this Agreement, "direct competition" means any enterprise that operates in an industry or market where it is likely to gain a competitive advantage over the Employer by utilising confidential information, trade secrets, "know how," strategies, or tactics acquired by the Employee during their tenure with the Employer; or any industry or market which seek to attract the same customers of the Employer.
1.4. Enterprises in direct competition shall specifically include those operating in the following industry/marketplace:
________
1.5. The restrictions on the Employee's activity in respect of the following geographic location: ________.
1.6. The restrictions on the Employee's activity with respect to the Employer's competitors may be lifted with the Employer's written permission.
(2). OBLIGATION OF NON SOLICITATION
2.1. The Employee acknowledges and accepts that through the performance of their Contract of Employment they will develop contacts and relationships with the Employer's clients, customers, exclusive suppliers, and other employees and independent contractors hired by the Employer. The diversion of their respective custom and expertise to an enterprise in direct competition with the Employer would cause significant commercial damage to the Employer. The Employee acknowledges and accepts that the Employer has a legitimate interest in seeking to retain the employees, clients, customers, and suppliers they have thus far acquired.
2.2. For the period of employment and for a period of ________ (________) months following the termination of the employment relationship, the Employee will refrain from:
a. encouraging other employees or independent contractors engaged by the Employer to withdraw from the contracts they hold with the Employer for any purpose, including but not limited to, for the purposes of engaging with a competing enterprise;
b. presenting other employees or independent contractors engaged by the Employer with alternative employment opportunities in businesses, associations, corporations, sole traders or any other going concern, that is in competition with the Employer; and
c. soliciting or inciting any real or potential customers identified by the Employer away from their business with the Employer for the purposes of diverting that business to an alternative business, association, corporation, sole trader or any other going concern, that is in competition with the Employer.
2.3. The restrictions on the Employee's conduct in respect of other employees or independent contractors engaged by the Employer shall apply only in respect of those employees or independent contractors engaged by the Employer contemporaneous to the Employee's tenure.
(3). CONFLICT OF INTEREST
3.1. The Employee represents and warrants that they currently enjoy no interest, direct or indirect, that would in any way conflict with the effective performance of their Contract of Employment or the commercial interests of the Employer.
3.2. The Employee shall take all reasonable measures to prevent the occurrence of any event or conditions that could result in an actual or potential conflict between the personal interests of the Employer and the commercial interests of the Employer.
3.3. While acknowledging the Employee's right to 'disconnect', and to a personal and private life, the Employee shall take all reasonable steps when acting outside of their employment to avoid all associations, interests or activities that could compromise the independence of their professional decision making or judgement, and any personal relationship which could influence the Employee's decision making in their role as ________.
3.4. The Employee will notify the Employer should any real or potential conflicts of interest arise during the performance of their Contract of Employment. The Employee shall notify their immediate ________, (________), in the event such a conflict of interest arises.
(4). OBLIGATIONS OF NON DISCLOSURE OF CONFIDENTIAL INFORMATION
Definition of 'Confidential Information':
4.1. For the purposes of this Agreement and the relationship between the Parties, 'Confidential Information' shall include all information of a sensitive, proprietary or commercial nature. 'Confidential information' includes but is limited to the following:
a. Customer information;
b. Business operational information;
c. Financial information;
d. Product processing information; and
e. Marketing and development information.
4.2. Confidential Information does not include the following:
a. Information that is part of the public domain;
b. Information that is known to the Employee prior to its disclosure by the Employer;
c. Information acquired by the Employee through legitimate means independent of the Employer; and
d. Information that the Employee has been authorised by the Employer to disclose.
Obligations of non-disclosure:
4.3. The obligations of non-disclosure will be binding on the Employee for the period of employment and for a period ________ (________) months after the termination of the employment relationship.
4.4. The Employee will maintain Confidential Information in a safe and secure location, physical or cyber space and take necessary measures to avoid its unauthorised disclosure or acquisition.
4.5. The Employee will refrain from disclosing, disseminating or publishing any Confidential Information to any third party, including family and friends, and maintain Confidential Information in the strictest confidence.
4.6. The Employee will not use any Confidential Information in any manner that serves the commercial interest of any enterprise in direct competition with the Employer including any enterprise launched by the Employee themselves.
4.7. The Employee will not disclose any Confidential Information to any member of any association, business, enterprise or going concern that is in direct competition with the Employer.
4.8. The Employee agrees to return any Confidential Information in their possession at the request of the Employer, or upon the expiration or termination of the Contract of Employment. This includes any material that is connected to or derived from the Confidential Information here defined, any original versions of the Confidential Information, reproductions, outlines, analyses or comment thereon.
(5). CONSIDERATION
5.1. The Employee in exchange for observing the restrictive covenants outlined in this Agreement receives as consideration the Contract of Employment with the Employer dated ________.
5.2. In particular, the Employee will receive the following yearly salary of ________ (________) per year.
5.3. In addition to the financial remuneration described, the Employee is entitled to the following benefits in kind:
________
(6). 555588852558
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(7). 85258555
8.2. 552 2552828 58222882522 2552 522 852585 22 2588 825222222 82585 85582 88228288522 525 85522555882 5552 22 252 52282225, 225 85885 282528858 5525228 82585 82 52 8255285522 522252.
8.5. 52 252 28222 252 52282222 85258528 5 2252 82 2588 825222222, 252 52282225 88 22282825 22 255852 588 52225828 585885882 22 2522 52525 252 858, 828855822 852 222 8828225 22, 8225282882 528822, 82288288 22522525282 525 22222552 5525228.
(8). ENTIRE AGREEMENT
8.1. The Parties acknowledge that the terms and conditions, rights and obligations outlined in this Agreement represent the entirety of the agreement between the Parties in respect to obligations of 'Non Competition' and 'Non Solicitation'.
8.2. This Agreement supersedes and takes precedence over any existing or prior agreement, written communication, oral communication, discussions or understandings between the Parties in relation to the obligations of 'Non Competition' and 'Non Solicitation'.
(9). APPLICABLE LAW
This Agreement is regulated by the Laws of the Republic of Ireland.
(10) DECLARATION AND SIGNATURE
10.1. The Parties acknowledge this Agreement is whole, legally binding and enforceable.
10.2. In signing this Agreement, the Parties undertake to be wholly bound by its terms.
_______________________
________
____________________________
Signed by: ________
Job title: ________
on behalf of ________
NON COMPETE AGREEMENT
BETWEEN
________
(the Employer)
AND
________
(the Employee)
This Non Compete Agreement is effective from ________.
BACKGROUND
1. The Employer, ________, is a general partnership (GP) registered at the following address:
________
2. The Employee, ________, is a private individual, resident in Ireland, based at the following address:
________
3. The Employer, in light of the Employee's skills, qualifications and characteristics has chosen to hire the Employee in the following position: ________.
4. The terms and conditions of employment, including job duties, consideration and benefits are articulated in the Contract of Employment dated ________.
5. The Employee accepts the terms and conditions of employment as contained in that agreement.
6. In addition and without prejudice to the obligations imposed on the Employee under the aforementioned Contract of Employment, the Employee acknowledges and accepts that they are bound by further restrictive covenants outlined in the present agreement.
7. The Employee accepts that the execution of this Agreement is a condition of employment.
(1). OBLIGATION OF NON COMPETITION
1.1. The Employee acknowledges and accepts that through the performance of their Contract of Employment, the Employee is exposed to and operationalises important information and material relevant to the commercial viability and strategic performance of the Employer in the marketplace. The use of this information and material to the competitive disadvantage of the Employer would cause significant commercial damage to the Employer, and the Employer has a legitimate interest to protect the goodwill, reputation and commercial interests of the business.
1.2. For the period of employment and for a period of ________ (________) months following the termination of the employment relationship, the Employee will refrain from:
a. any direct or indirect professional engagement with any associations, corporations, individuals, self employed persons or any other going concerns which are in direct competition with the Employer, irrespective of whether or not the Employee receives any remuneration. In so refraining, the Employee will not offer advice, consult with, provide financial support to, or cause the conduct of any business so described that is in direct competition with the Employer;
b. launching any enterprises, joint ventures, partnerships, or sole trading operations with the intent of providing a service that is directly competitive with the Employer's service.
1.3. For the purposes of this Agreement, "direct competition" means any enterprise that operates in an industry or market where it is likely to gain a competitive advantage over the Employer by utilising confidential information, trade secrets, "know how," strategies, or tactics acquired by the Employee during their tenure with the Employer; or any industry or market which seek to attract the same customers of the Employer.
1.4. Enterprises in direct competition shall specifically include those operating in the following industry/marketplace:
________
1.5. The restrictions on the Employee's activity in respect of the following geographic location: ________.
1.6. The restrictions on the Employee's activity with respect to the Employer's competitors may be lifted with the Employer's written permission.
(2). OBLIGATION OF NON SOLICITATION
2.1. The Employee acknowledges and accepts that through the performance of their Contract of Employment they will develop contacts and relationships with the Employer's clients, customers, exclusive suppliers, and other employees and independent contractors hired by the Employer. The diversion of their respective custom and expertise to an enterprise in direct competition with the Employer would cause significant commercial damage to the Employer. The Employee acknowledges and accepts that the Employer has a legitimate interest in seeking to retain the employees, clients, customers, and suppliers they have thus far acquired.
2.2. For the period of employment and for a period of ________ (________) months following the termination of the employment relationship, the Employee will refrain from:
a. encouraging other employees or independent contractors engaged by the Employer to withdraw from the contracts they hold with the Employer for any purpose, including but not limited to, for the purposes of engaging with a competing enterprise;
b. presenting other employees or independent contractors engaged by the Employer with alternative employment opportunities in businesses, associations, corporations, sole traders or any other going concern, that is in competition with the Employer; and
c. soliciting or inciting any real or potential customers identified by the Employer away from their business with the Employer for the purposes of diverting that business to an alternative business, association, corporation, sole trader or any other going concern, that is in competition with the Employer.
2.3. The restrictions on the Employee's conduct in respect of other employees or independent contractors engaged by the Employer shall apply only in respect of those employees or independent contractors engaged by the Employer contemporaneous to the Employee's tenure.
(3). CONFLICT OF INTEREST
3.1. The Employee represents and warrants that they currently enjoy no interest, direct or indirect, that would in any way conflict with the effective performance of their Contract of Employment or the commercial interests of the Employer.
3.2. The Employee shall take all reasonable measures to prevent the occurrence of any event or conditions that could result in an actual or potential conflict between the personal interests of the Employer and the commercial interests of the Employer.
3.3. While acknowledging the Employee's right to 'disconnect', and to a personal and private life, the Employee shall take all reasonable steps when acting outside of their employment to avoid all associations, interests or activities that could compromise the independence of their professional decision making or judgement, and any personal relationship which could influence the Employee's decision making in their role as ________.
3.4. The Employee will notify the Employer should any real or potential conflicts of interest arise during the performance of their Contract of Employment. The Employee shall notify their immediate ________, (________), in the event such a conflict of interest arises.
(4). OBLIGATIONS OF NON DISCLOSURE OF CONFIDENTIAL INFORMATION
Definition of 'Confidential Information':
4.1. For the purposes of this Agreement and the relationship between the Parties, 'Confidential Information' shall include all information of a sensitive, proprietary or commercial nature. 'Confidential information' includes but is limited to the following:
a. Customer information;
b. Business operational information;
c. Financial information;
d. Product processing information; and
e. Marketing and development information.
4.2. Confidential Information does not include the following:
a. Information that is part of the public domain;
b. Information that is known to the Employee prior to its disclosure by the Employer;
c. Information acquired by the Employee through legitimate means independent of the Employer; and
d. Information that the Employee has been authorised by the Employer to disclose.
Obligations of non-disclosure:
4.3. The obligations of non-disclosure will be binding on the Employee for the period of employment and for a period ________ (________) months after the termination of the employment relationship.
4.4. The Employee will maintain Confidential Information in a safe and secure location, physical or cyber space and take necessary measures to avoid its unauthorised disclosure or acquisition.
4.5. The Employee will refrain from disclosing, disseminating or publishing any Confidential Information to any third party, including family and friends, and maintain Confidential Information in the strictest confidence.
4.6. The Employee will not use any Confidential Information in any manner that serves the commercial interest of any enterprise in direct competition with the Employer including any enterprise launched by the Employee themselves.
4.7. The Employee will not disclose any Confidential Information to any member of any association, business, enterprise or going concern that is in direct competition with the Employer.
4.8. The Employee agrees to return any Confidential Information in their possession at the request of the Employer, or upon the expiration or termination of the Contract of Employment. This includes any material that is connected to or derived from the Confidential Information here defined, any original versions of the Confidential Information, reproductions, outlines, analyses or comment thereon.
(5). CONSIDERATION
5.1. The Employee in exchange for observing the restrictive covenants outlined in this Agreement receives as consideration the Contract of Employment with the Employer dated ________.
5.2. In particular, the Employee will receive the following yearly salary of ________ (________) per year.
5.3. In addition to the financial remuneration described, the Employee is entitled to the following benefits in kind:
________
(6). 555588852558
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(7). 85258555
8.2. 552 2552828 58222882522 2552 522 852585 22 2588 825222222 82585 85582 88228288522 525 85522555882 5552 22 252 52282225, 225 85885 282528858 5525228 82585 82 52 8255285522 522252.
8.5. 52 252 28222 252 52282222 85258528 5 2252 82 2588 825222222, 252 52282225 88 22282825 22 255852 588 52225828 585885882 22 2522 52525 252 858, 828855822 852 222 8828225 22, 8225282882 528822, 82288288 22522525282 525 22222552 5525228.
(8). ENTIRE AGREEMENT
8.1. The Parties acknowledge that the terms and conditions, rights and obligations outlined in this Agreement represent the entirety of the agreement between the Parties in respect to obligations of 'Non Competition' and 'Non Solicitation'.
8.2. This Agreement supersedes and takes precedence over any existing or prior agreement, written communication, oral communication, discussions or understandings between the Parties in relation to the obligations of 'Non Competition' and 'Non Solicitation'.
(9). APPLICABLE LAW
This Agreement is regulated by the Laws of the Republic of Ireland.
(10) DECLARATION AND SIGNATURE
10.1. The Parties acknowledge this Agreement is whole, legally binding and enforceable.
10.2. In signing this Agreement, the Parties undertake to be wholly bound by its terms.
_______________________
________
____________________________
Signed by: ________
Job title: ________
on behalf of ________
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