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Non Compete Sales Agreement
"I need a Non Compete Sales Agreement for a senior sales manager leaving our software company in March 2025, covering restrictions in the Australian enterprise software market across New South Wales and Victoria for 12 months."
1. Parties: Identifies and provides full details of all parties to the agreement
2. Background: Outlines the context and purpose of the agreement, including the business relationship between the parties
3. Definitions: Defines key terms used throughout the agreement
4. Consideration: Details the payment or other valuable consideration provided in exchange for the non-compete obligations
5. Non-Compete Obligations: Specifies the restricted activities, including precise description of prohibited business activities
6. Geographic Scope: Defines the territorial limits of the non-compete restrictions
7. Duration: Specifies the time period for which the non-compete obligations will remain in effect
8. Customer Non-Solicitation: Prohibits solicitation of customers or clients of the protected business
9. Employee Non-Solicitation: Prohibits solicitation of employees of the protected business
10. Acknowledgments: Contains party acknowledgments regarding the reasonableness of restrictions
11. Breach and Remedies: Outlines consequences of breach and available remedies including injunctive relief
12. General Provisions: Standard clauses including governing law, severability, and entire agreement
1. Intellectual Property Protection: Additional provisions protecting IP rights if not covered in a separate agreement
2. Confidentiality Obligations: Detailed confidentiality provisions if not covered in a separate NDA
3. Sale of Business Provisions: Specific provisions related to business sale if the non-compete is part of a business sale transaction
4. Carve-Out Provisions: Specific exceptions to the non-compete restrictions
5. Assignment Rights: Rights to assign the agreement to other parties, particularly relevant in corporate restructuring
6. Training and Support: Provisions for any training or support provided as part of the consideration
7. Dispute Resolution: Specific dispute resolution procedures beyond standard court proceedings
1. Schedule 1 - Restricted Activities: Detailed list of specific activities that are prohibited
2. Schedule 2 - Restricted Territory: Detailed maps or descriptions of the geographic areas covered by the restrictions
3. Schedule 3 - Consideration Details: Detailed breakdown of payment terms, amounts, or other consideration
4. Schedule 4 - Protected Customers: List of specific customers or customer categories covered by non-solicitation provisions
5. Schedule 5 - Cascading Clauses: Series of alternative restrictions of varying scope to ensure enforceability
6. Appendix A - Acknowledgment Form: Form for periodic acknowledgment of ongoing compliance
7. Appendix B - Compliance Certificate: Template for certification of compliance with agreement terms
Authors
Business
Business Day
Commencement Date
Competing Business
Confidential Information
Customer
Expiry Date
Intellectual Property Rights
Non-Compete Period
Protected Business
Restricted Activities
Restricted Area
Restricted Period
Sales Activities
Sales Information
Sales Territory
Prospective Customer
Products
Services
Competitive Products
Competitive Services
Trade Secrets
Customer Database
Sales Methods
Commission
Revenue
Target Market
Market Share
Distribution Channel
Sales Tools
Customer Relationship
Business Opportunity
Consideration
Related Entity
Associated Entity
Key Performance Indicators
Sales Targets
Breach
Force Majeure Event
Material Breach
Permitted Activities
Representatives
Subsidiaries
Territory
Definitions
Non-Competition
Non-Solicitation
Confidentiality
Duration
Territorial Restrictions
Consideration
Acknowledgments
Remedies
Indemnification
Assignment
Severability
Governing Law
Dispute Resolution
Force Majeure
Termination
Notices
Warranties
Intellectual Property
Entire Agreement
Amendment
Waiver
Survival
Compliance with Laws
Third Party Rights
Further Assurance
Costs
Counterparts
Retail
Professional Services
Technology
Manufacturing
Distribution
Financial Services
Healthcare
Pharmaceuticals
Real Estate
Telecommunications
Business Consulting
Software and IT
Industrial Sales
Consumer Goods
Sales
Legal
Human Resources
Business Development
Commercial Operations
Executive Leadership
Compliance
Risk Management
Contract Administration
Sales Director
Chief Sales Officer
Regional Sales Manager
Business Development Manager
Account Executive
Sales Representative
Territory Manager
Channel Sales Manager
Sales Operations Manager
Chief Executive Officer
Business Owner
Managing Director
Commercial Director
Distribution Manager
Sales Agent
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