Vendor Non Compete Agreement Template for Canada

Create a bespoke document in minutes,  or upload and review your own.

4.6 / 5
4.8 / 5

Let's create your Vendor Non Compete Agreement

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

Get your first 2 documents free

Your data doesn't train Genie's AI

You keep IP ownership of your information

Key Requirements PROMPT example:

Vendor Non Compete Agreement

"I need a Vendor Non-Compete Agreement for a software development contractor in Toronto who will have access to our proprietary AI algorithms, with a two-year restriction period starting March 2025 and covering all of Ontario."

Document background
The Vendor Non-Compete Agreement is essential for Canadian businesses seeking to protect their legitimate interests when engaging with external vendors who may gain access to sensitive information, trade secrets, or valuable business relationships. This document is typically used when a company enters into a significant vendor relationship where the vendor could potentially become a competitor or provide similar services to competitors. The agreement must be carefully crafted to comply with Canadian federal and provincial laws, which generally require non-compete provisions to be reasonable and demonstrably necessary to protect legitimate business interests. The document includes specific provisions about restricted activities, geographic limitations, and duration of the non-compete obligations, all tailored to meet the more stringent requirements of Canadian courts regarding enforceability of restrictive covenants.
Suggested Sections

1. Parties: Identification of the contracting parties - the vendor and the company

2. Background: Context of the agreement, including the nature of the vendor's relationship with the company and reason for the non-compete provisions

3. Definitions: Key terms used throughout the agreement, including 'Competitive Business', 'Territory', 'Restricted Period', and 'Confidential Information'

4. Non-Competition Obligations: Core restrictions on competitive activities, including specific prohibited activities and reasonable geographic limitations

5. Duration of Restrictions: Time period for which the non-compete obligations will remain in effect, ensuring reasonable temporal limitations

6. Territorial Scope: Specific geographic areas where the restrictions apply, with clear boundaries and justification

7. Confidentiality Obligations: Requirements regarding the protection and non-disclosure of confidential information

8. Acknowledgments: Vendor's confirmation of the reasonableness of restrictions and receipt of sufficient consideration

9. Remedies: Available remedies in case of breach, including injunctive relief and damages

10. General Provisions: Standard contract clauses including governing law, severability, and amendment procedures

Optional Sections

1. Non-Solicitation Provisions: Additional restrictions on soliciting customers, employees, or suppliers - used when protection beyond non-compete is needed

2. Consideration: Detailed section about payment or other consideration - used when specific compensation is provided for the non-compete

3. Intellectual Property Rights: Provisions regarding IP ownership and restrictions - used when the vendor had access to or developed IP

4. Return of Property: Requirements for returning company property - used when vendor had access to physical or digital assets

5. Survival: Specific provisions that survive termination - used when certain obligations extend beyond the main agreement

6. Assignment Rights: Rights to assign the agreement - used when transfer rights are important to either party

7. Independent Contractor Status: Clarification of vendor's status - used when need to explicitly confirm non-employment relationship

Suggested Schedules

1. Schedule A - Restricted Territory: Detailed map or list of geographic areas covered by the non-compete restrictions

2. Schedule B - Competitive Business Description: Detailed description of prohibited business activities and competitors

3. Schedule C - Consideration Details: Breakdown of any financial or other consideration provided for the non-compete obligations

4. Appendix 1 - Confidential Information: Specific categories and examples of confidential information covered by the agreement

5. Appendix 2 - Prior Inventions: List of vendor's pre-existing intellectual property excluded from 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 Industries

Technology

Professional Services

Manufacturing

Healthcare

Financial Services

Consulting

Research and Development

Retail

Software Development

Biotechnology

Engineering Services

Distribution and Logistics

Relevant Teams

Legal

Procurement

Vendor Management

Compliance

Risk Management

Operations

Finance

Supply Chain

Business Development

Contract Administration

Relevant Roles

Chief Legal Officer

General Counsel

Procurement Manager

Vendor Relations Manager

Contract Administrator

Legal Counsel

Chief Financial Officer

Business Development Director

Operations Director

Risk Management Officer

Compliance Manager

Supply Chain Manager

Industries
Competition Act (R.S.C., 1985, c. C-34): Federal legislation that governs competition law in Canada, including provisions against anti-competitive practices. This is relevant for ensuring the non-compete agreement doesn't violate federal competition regulations.
J.G. Collins Insurance Agencies Ltd. v. Elsley Estate [1978] 2 SCR 916: Landmark Supreme Court of Canada case that established the key test for enforceability of restrictive covenants, including non-compete agreements. Sets out the principles of reasonable scope, duration, and geographic limits.
Civil Code of Quebec (for Quebec-based agreements): If the agreement involves Quebec, this legislation governs contracts and has specific provisions regarding restrictive covenants and their enforceability.
Provincial Contract Law (Common Law): Each province's contract law principles govern the formation, interpretation, and enforcement of contracts, including non-compete agreements in all provinces except Quebec.
Shafron v. KRG Insurance Brokers (Western) Inc., 2009 SCC 6: Supreme Court case that established that courts will not 'fix' or read down an ambiguous non-compete clause; emphasizes the importance of clear and specific terms.
Arthur Wishart Act (Franchise Disclosure), 2000 (for franchise-related agreements): If the vendor agreement is related to a franchise relationship, this Ontario law (and similar laws in other provinces) provides specific requirements for franchise relationships and associated agreements.
Personal Information Protection and Electronic Documents Act (PIPEDA): Federal privacy legislation that may be relevant if the non-compete agreement includes provisions about confidential information or trade secrets.
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

Find the exact document you need

Vendor Agreement Form

A standardized Canadian vendor agreement template that establishes terms and conditions for company-supplier relationships, compliant with federal and provincial laws.

find out more

Standard Vendor Contract

A Canadian-law governed agreement establishing terms and conditions between a business and its vendor for the supply of goods or services.

find out more

Vendor Service Level Agreement

A Canadian-law governed agreement defining service standards and performance metrics between a service provider and customer, including service levels, obligations, and compliance requirements.

find out more

Vendor Non Solicitation Agreement

A Canadian agreement preventing vendors from soliciting a company's customers, employees, or business contacts, with specific restrictions and remedies under Canadian law.

find out more

Vendor Indemnification Agreement

A Canadian-law governed agreement establishing vendor indemnification obligations and risk allocation between parties.

find out more

Vendor Buying Agreement

A Canadian law-governed agreement establishing terms and conditions for purchasing goods from vendors, including ordering, pricing, delivery, and quality requirements.

find out more

Consignment Vendor Contract

A Canadian legal agreement establishing terms for consignment sales arrangements, including commission structures and responsibilities under federal and provincial laws.

find out more

Sub Vendor Agreement

A Canadian-law governed agreement between a primary vendor and sub-vendor defining their business relationship, responsibilities, and obligations in the delivery of goods or services.

find out more

Vendor Managed Inventory Agreement

A Canadian-law governed agreement establishing terms for vendor-managed inventory services, including inventory management obligations, performance metrics, and operational procedures.

find out more

Vendor Space Rental Agreement

Canadian-compliant agreement for commercial vendor space rental, establishing terms between property owners and vendors in commercial settings.

find out more

Supplier Agreement Form

A Canadian-law governed agreement establishing terms and conditions between a buyer and supplier for the provision of goods or services.

find out more

Food Truck License Agreement

A Canadian legal agreement governing the operation of food trucks at specified locations, establishing terms, conditions, and compliance requirements.

find out more

Vendor Buy Back Agreement

A Canadian law-governed agreement establishing terms for a vendor's commitment to repurchase goods from a purchaser under specified conditions and pricing.

find out more

Vendor Booth Rental Agreement

A Canadian-compliant legal agreement governing the temporary rental of booth space between venue operators and vendors, establishing terms for operation and liability.

find out more

Food Truck Space Lease Agreement

A Canadian commercial lease agreement establishing terms for food truck operations on designated property, including operational, regulatory, and financial requirements.

find out more

Vendor Commission Agreement

A Canadian legal agreement establishing terms and commission structures between a company and its independent sales vendors, including rights, obligations, and payment terms.

find out more

Vendor Consignment Agreement

A Canadian-law agreement establishing terms for consignment sales arrangement between a product owner and retailer, governing ownership, sales rights, and commission structures.

find out more

Real Estate Sellers Agreement

A Canadian-compliant agreement between a property seller and real estate agent/broker establishing terms for the professional sale of real estate.

find out more

Vendor Lease Agreement

A Canadian commercial lease agreement establishing terms for vendor occupancy and business operations in leased premises, compliant with federal and provincial laws.

find out more

Vendor Non Compete Agreement

A Canadian legal agreement restricting a vendor's competitive activities, designed to protect business interests while maintaining compliance with Canadian competition and contract laws.

find out more

Supplier Relationship Agreement

Canadian-law governed agreement establishing terms and conditions for supply of goods/services between a customer and supplier.

find out more

Supplier Rebate Agreement

A Canadian-law governed agreement establishing terms for supplier rebates based on purchase volumes or sales performance, including calculation methods and payment terms.

find out more

Vendor Purchase Agreement

A Canadian-law governed agreement establishing terms and conditions for purchasing goods or services from vendors, including pricing, delivery, and quality requirements.

find out more

Third Party Vendor Contract

A Canadian-law governed agreement establishing terms and conditions between an organization and its third-party vendor for the provision of goods or services.

find out more

Retail Vendor Agreement

A Canadian-law governed agreement establishing terms and conditions between retailers and vendors for product supply and business relationship management.

find out more

Event Vendor Contract Agreement

A Canadian-law governed agreement between event organizers and vendors defining terms for event participation, including rights, responsibilities, and compliance requirements.

find out more

Preferred Vendor Agreement

A Canadian-law governed agreement establishing a preferential business relationship between a customer and vendor, including special pricing and terms.

find out more

Vendor Supplier Agreement

A Canadian-law governed agreement establishing terms and conditions between a business and its supplier, including supply, pricing, delivery, and quality requirements.

find out more

Exclusive Vendor Agreement

A Canadian-law governed agreement establishing an exclusive supply relationship between a vendor and purchaser, defining exclusive rights, obligations, and commercial terms.

find out more

Exclusive Supplier Agreement

Canadian-law governed agreement establishing an exclusive supply relationship between supplier and buyer, defining terms of exclusive supply arrangement and related obligations.

find out more

Vendor Contract

A Canadian-law governed agreement establishing terms and conditions between a company and its vendor for the provision of goods or services.

find out more

Download our whitepaper on the future of AI in Legal

By providing your email address you are consenting to our Privacy Notice.
Thank you for downloading our whitepaper. This should arrive in your inbox shortly. In the meantime, why not jump straight to a section that interests you here: https://www.genieai.co/our-research
Oops! Something went wrong while submitting the form.

Genie’s Security Promise

Genie is the safest place to draft. Here’s how we prioritise your privacy and security.

Your documents are private:

We do not train on your data; Genie’s AI improves independently

All data stored on Genie is private to your organisation

Your documents are protected:

Your documents are protected by ultra-secure 256-bit encryption

Our bank-grade security infrastructure undergoes regular external audits

We are ISO27001 certified, so your data is secure

Organizational security

You retain IP ownership of your documents

You have full control over your data and who gets to see it

Innovation in privacy:

Genie partnered with the Computational Privacy Department at Imperial College London

Together, we ran a £1 million research project on privacy and anonymity in legal contracts

Want to know more?

Visit our Trust Centre for more details and real-time security updates.