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Subcontractor Non Solicitation Agreement
"I need a Subcontractor Non-Solicitation Agreement for our IT consulting firm in Sydney, Australia, specifically to prevent our software development contractors from poaching our clients and employees for 12 months after their engagement ends."
1. Parties: Identification of the contracting parties - the contractor and the company
2. Background: Context of the agreement, nature of the business relationship, and legitimate business interests being protected
3. Definitions: Key terms including 'solicitation', 'confidential information', 'restricted period', 'clients', 'employees', and other relevant terms
4. Non-Solicitation Obligations: Core obligations regarding non-solicitation of clients, employees, and other contractors
5. Duration and Geographic Scope: Time period and geographical limitations of the non-solicitation obligations
6. Confidentiality: Obligations regarding confidential information and trade secrets
7. Acknowledgments: Contractor's acknowledgment of reasonableness and necessity of restrictions
8. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
9. General Provisions: Standard clauses including governing law, severability, and entire agreement
1. Non-Competition Obligations: Additional restrictions on competitive activities, used when there's significant risk to business interests
2. Intellectual Property: IP protection clauses, used when contractor has access to valuable IP
3. Dispute Resolution: Detailed dispute resolution procedures, used for high-value or high-risk relationships
4. Assignment and Succession: Rules for transferring agreement rights, used when business sale or restructure is anticipated
5. Survival Clause: Specifying which obligations survive termination, used for complex relationships
6. Independent Legal Advice: Acknowledgment of receiving legal advice, used for stronger enforceability
1. Schedule A - Protected Clients: List of specific clients covered by non-solicitation obligations
2. Schedule B - Protected Employees: Categories or list of employees protected by non-solicitation provisions
3. Schedule C - Restricted Territory: Detailed description of geographical boundaries for restrictions
4. Schedule D - Confidential Information: Specific types of confidential information covered by the agreement
5. Appendix 1 - Deed of Adherence: Template for additional parties to be bound by the agreement
6. Appendix 2 - Acknowledgment Form: Form for periodic acknowledgment of ongoing obligations
Authors
Business
Client
Company
Confidential Information
Contractor
Direct Solicitation
Effective Date
Employee
Indirect Solicitation
Intellectual Property
Key Personnel
Material Breach
Non-Solicitation Period
Protected Business Relationship
Protected Person
Restricted Activities
Restricted Period
Restricted Territory
Services
Solicitation
Subcontractor
Subsidiary
Term
Third Party
Trade Secrets
Associated Entity
Business Day
Governing Law
Group
Related Body Corporate
Non-Competition
Confidentiality
Duration
Geographic Scope
Consideration
Acknowledgments
Representations and Warranties
Enforcement
Remedies
Severability
Assignment
Governing Law
Jurisdiction
Entire Agreement
Amendment
Waiver
Notices
Force Majeure
Termination
Survival
Independent Contractor Status
Dispute Resolution
Interpretation
Counterparts
Further Assurance
Information Technology
Construction
Professional Services
Engineering
Healthcare
Financial Services
Mining
Telecommunications
Management Consulting
Manufacturing
Research and Development
Education and Training
Legal
Human Resources
Procurement
Operations
Project Management
Contract Administration
Compliance
Risk Management
Vendor Management
Business Development
Chief Executive Officer
Human Resources Director
Procurement Manager
Legal Counsel
Operations Manager
Project Manager
Contract Administrator
Recruitment Manager
Business Development Manager
Chief Operating Officer
Vendor Management Specialist
Compliance Officer
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