Lifetime Non Compete Agreement Template for Canada

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Key Requirements PROMPT example:

Lifetime Non Compete Agreement

"I need a Lifetime Non-Compete Agreement for the sale of my software development company based in Ontario, where I'm selling 100% of shares to a major tech corporation but will remain in the industry as a consultant, so we need strong protections for intellectual property and client relationships."

Document background
The Lifetime Non-Compete Agreement is utilized in exceptional circumstances where permanent protection of business interests is deemed crucial, typically in scenarios involving company founders, high-level executives, or key personnel with access to critical proprietary information. This document is particularly challenging in the Canadian legal landscape, where courts generally favor shorter, more reasonable restriction periods. The agreement must be drafted with precise consideration of Canadian federal and provincial laws, including competition law, employment standards, and common law principles regarding restraint of trade. It should include clear definitions of restricted activities, geographic scope, and substantial consideration to the restricted party. Given the perpetual nature of the restrictions, the agreement requires exceptional justification and documentation of the business necessity for such extensive protection.
Suggested Sections

1. Parties: Identification of all parties to the agreement, including full legal names and addresses

2. Background: Context of the agreement, including the business relationship between parties and legitimate business interests being protected

3. Definitions: Clear definitions of key terms, particularly 'Competition', 'Business Area', 'Restricted Activities', and 'Territory'

4. Scope of Non-Competition: Detailed description of prohibited activities and business areas

5. Geographic Restrictions: Precise definition of the territorial scope of the restrictions

6. Consideration: Specific details of the consideration provided in exchange for the lifetime restriction

7. Acknowledgments: Party acknowledgments regarding the reasonableness and necessity of restrictions

8. Confidentiality Obligations: Protection of confidential information and trade secrets

9. Independent Legal Advice: Confirmation that parties have received or had the opportunity to receive independent legal advice

10. Enforcement and Remedies: Rights and remedies in case of breach, including injunctive relief

11. Severability: Provisions for maintaining validity if certain clauses are found unenforceable

12. Governing Law and Jurisdiction: Specification of Canadian law application and jurisdiction

13. Entire Agreement: Integration clause confirming this document represents the complete agreement

Optional Sections

1. Non-Solicitation Provisions: Additional restrictions on soliciting employees, customers, or suppliers - used when business relationships need specific protection

2. Survival Clause: Specifies which provisions survive termination of any related agreements - used when there are related employment or business agreements

3. Assignment Rights: Rights to assign the agreement to successors or purchasers - important for businesses planning potential sale or restructuring

4. Dispute Resolution: Alternative dispute resolution procedures - useful for parties wanting to avoid court proceedings

5. Garden Leave: Provisions for paid leave during transition periods - relevant for executive or high-level positions

6. Carve-outs: Specific exceptions to non-compete restrictions - used when certain activities should be permitted

7. Notice Provisions: Detailed procedures for giving notice - important for formal communication requirements

Suggested Schedules

1. Schedule A - Restricted Business Activities: Detailed list of specific activities, products, or services covered by the non-compete

2. Schedule B - Geographic Territories: Detailed maps or descriptions of restricted territories, including specific regions, cities, or radius restrictions

3. Schedule C - Consideration Details: Breakdown of compensation, payments, or other consideration provided for the non-compete

4. Schedule D - Competitive Businesses: List of specific competitors or types of businesses covered by the restriction

5. Appendix 1 - Industry-Specific Definitions: Detailed technical or industry-specific terms and definitions

6. Appendix 2 - Compliance Requirements: Specific procedures or requirements for maintaining compliance with the agreement

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Relevant Industries

Technology and Software Development

Pharmaceutical and Biotechnology

Financial Services

Professional Services

Manufacturing and Industrial

Healthcare and Medical Services

Research and Development

Consulting Services

Energy and Resources

Telecommunications

Entertainment and Media

Retail and Consumer Goods

Relevant Teams

Executive Leadership

Research and Development

Product Development

Legal

Intellectual Property

Corporate Strategy

Mergers and Acquisitions

Innovation

Business Development

Investment Management

Technology Development

Clinical Development

Relevant Roles

Chief Executive Officer

Company Founder

Managing Director

Chief Technology Officer

Chief Financial Officer

Senior Vice President

Head of Research and Development

Principal Scientist

Senior Partner

Executive Director

Chief Medical Officer

Head of Product Development

Managing Partner

Chief Investment Officer

Director of Operations

Chief Innovation Officer

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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