B2B Non Compete Agreement Generator for Germany

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Key Requirements PROMPT example:

B2B Non Compete Agreement

"I need a B2B Non-Compete Agreement under German law for my software development company entering into a strategic partnership with a potential competitor, with a focus on protecting our AI technology and restricting the partner from developing competing products in the DACH region for 3 years after collaboration."

Document background
The B2B Non-Compete Agreement is essential for German business relationships where companies need to protect their legitimate business interests while sharing sensitive information or entering into strategic partnerships. This document is particularly relevant when businesses engage in joint ventures, supplier relationships, or strategic collaborations where one party gains insight into the other's confidential information, trade secrets, or business methods. The agreement must comply with German Commercial Code (HGB), Civil Code (BGB), and competition laws, including both German and EU regulations. It typically includes specific provisions about the scope of restricted activities, geographical limitations, duration, and consideration, all structured to meet German legal requirements while remaining commercially practical. The document is crucial for businesses operating in Germany who need to protect their market position while ensuring the agreement remains enforceable under German law.
Suggested Sections

1. Parties: Identification of the contracting parties, including full legal names, registration numbers, and registered addresses

2. Background: Context of the agreement, business relationship between the parties, and purpose of the non-compete provisions

3. Definitions: Definitions of key terms used in the agreement, including 'Competitive Activities', 'Restricted Territory', 'Restricted Period', and 'Confidential Information'

4. Scope of Non-Compete: Detailed description of prohibited competitive activities, including specific business areas, products, or services covered

5. Geographic and Temporal Limitations: Clear specification of the territorial scope and duration of the non-compete obligations

6. Consideration: Description of the consideration or compensation provided in exchange for the non-compete obligations

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

8. Enforcement and Remedies: Mechanisms for enforcement, including penalties, liquidated damages, and injunctive relief

9. Term and Termination: Duration of the agreement and circumstances under which it can be terminated

10. Governing Law and Jurisdiction: Specification of German law as governing law and designation of competent courts

11. Signatures: Execution block for authorized representatives of both parties

Optional Sections

1. Exceptions and Permitted Activities: Used when certain competitive activities need to be explicitly permitted despite the general non-compete provisions

2. Group Company Provisions: Include when the non-compete should extend to or be binding upon affiliated companies

3. Post-Termination Obligations: Needed when specific obligations continue after the termination of the main business relationship

4. Compliance with Competition Laws: Detailed section on competition law compliance, particularly important for agreements with significant market impact

5. Assignment and Succession: Include when transfer of rights or obligations needs to be addressed

6. Severability and Reformation: Important when there's significant risk that certain provisions might be found invalid and need reformation

7. Reporting and Monitoring: Include when active monitoring of compliance is required

Suggested Schedules

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

2. Schedule 2 - Restricted Products/Services: Comprehensive list of specific products, services, or business activities covered by the non-compete

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

4. Schedule 4 - Affiliated Companies: List of group companies or affiliates bound by or benefiting from the agreement

5. Appendix A - Compliance Guidelines: Guidelines for ensuring compliance with the non-compete obligations and relevant laws

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

Manufacturing

Professional Services

Healthcare and Pharmaceuticals

Financial Services

Automotive

Industrial Engineering

Research and Development

Telecommunications

Consumer Goods

Chemical Industry

Biotechnology

Consulting Services

Energy and Utilities

Relevant Teams

Legal

Executive Leadership

Business Development

Commercial

Strategic Partnerships

Procurement

Sales

Research and Development

Compliance

Corporate Development

Mergers and Acquisitions

Operations

Relevant Roles

Chief Executive Officer

Managing Director

Legal Counsel

Business Development Manager

Chief Legal Officer

Commercial Director

Head of Partnerships

Strategic Alliance Manager

Chief Operating Officer

Procurement Director

Sales Director

Chief Technology Officer

Head of Research and Development

Chief Commercial Officer

General Counsel

Industries
German Commercial Code (Handelsgesetzbuch - HGB): Provides the fundamental legal framework for commercial relationships and business transactions in Germany. Particularly relevant for B2B contracts and commercial agreements.
German Civil Code (Bürgerliches Gesetzbuch - BGB): Contains general contract law principles, including formation, interpretation, and enforcement of contracts, as well as general terms and conditions regulations (§§ 305-310 BGB).
Act Against Unfair Competition (Gesetz gegen den unlauteren Wettbewerb - UWG): Regulates fair competition practices and prevents unreasonable restrictions on competition. Relevant for ensuring the non-compete provisions are not unfairly restrictive.
German Act Against Restraints of Competition (Gesetz gegen Wettbewerbsbeschränkungen - GWB): German antitrust law that prohibits anti-competitive agreements and practices. Essential for ensuring the non-compete agreement doesn't violate competition law.
EU Competition Law (Articles 101 and 102 TFEU): European Union regulations on competition that prohibit anti-competitive agreements and abuse of dominant market position. Must be considered for cross-border effects and compliance.
German Constitution (Grundgesetz - GG), Article 12: Protects the freedom of profession and business activities. Non-compete agreements must not excessively restrict these fundamental rights.
German Contract Law on General Terms and Conditions (AGB-Recht): Specific regulations regarding standard contract terms, ensuring fairness and transparency in contract provisions, particularly relevant if the non-compete is part of standard terms.
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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