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Subcontractor Non Solicitation Agreement
"I need a Subcontractor Non-Solicitation Agreement under German law for my IT consulting firm, protecting our relationships with clients across the EU and UK, and preventing subcontractors from poaching our development team members for 12 months after project completion."
1. Parties: Identification of the contracting parties - the company and the subcontractor
2. Background: Context of the agreement, including the nature of the business relationship
3. Definitions: Key terms including 'Restricted Persons', 'Confidential Information', 'Business Relationship', and other relevant definitions
4. Scope of Non-Solicitation: Clear definition of prohibited solicitation activities, including employee, client, and supplier non-solicitation provisions
5. Duration and Geographic Scope: Temporal and territorial limitations of the non-solicitation obligations, ensuring compliance with German law restrictions
6. Legitimate Business Interest: Statement of the legitimate business interests being protected, as required under German law
7. Exceptions and Permitted Activities: Activities that are explicitly allowed and do not constitute breach of the agreement
8. Confidentiality Obligations: Obligations regarding the handling of confidential information obtained during the business relationship
9. Data Protection: GDPR compliance provisions regarding the handling of personal data
10. Remedies and Enforcement: Legal remedies available in case of breach, including potential liquidated damages (Vertragsstrafe)
11. General Provisions: Standard clauses including governing law, jurisdiction, severability, and entire agreement
1. Prior Relationships: Section addressing existing relationships with clients or employees - used when the subcontractor has pre-existing relationships that need to be carved out
2. Group Company Provisions: Extended provisions covering affiliated companies - used when the protection needs to extend to group companies
3. Non-Compete Obligations: Additional competition restrictions - used only when specifically agreed and necessary, with careful consideration of German law limitations
4. Training and Investment Protection: Provisions protecting company investments in subcontractor training - used when significant training or resources have been provided
5. Post-Termination Obligations: Specific obligations after the end of the business relationship - used when needed to clarify ongoing obligations
6. Alternative Dispute Resolution: Mediation or arbitration provisions - used when parties prefer alternative dispute resolution to court proceedings
1. Schedule 1 - Restricted Persons: Detailed list of specific employees, clients, or suppliers covered by the non-solicitation provisions
2. Schedule 2 - Territorial Scope: Detailed definition of the geographic areas where the non-solicitation obligations apply
3. Schedule 3 - Pre-Existing Relationships: List of carved-out relationships that are excluded from the non-solicitation obligations
4. Appendix A - Confidential Information: Detailed categorization of what constitutes confidential information under the agreement
5. Appendix B - Compliance Guidelines: Specific guidelines for ensuring compliance with the non-solicitation obligations
Authors
Affiliate
Business Relationship
Confidential Information
Effective Date
Group Companies
Key Personnel
Main Contractor
Non-Solicitation Period
Personal Data
Protected Business
Protected Clients
Protected Employees
Protected Suppliers
Restricted Activities
Restricted Territory
Services
Subcontractor
Substantial Interest
Term
Trade Secrets
Vertragsstrafe (Contractual Penalty)
Working Day
Confidentiality
Data Protection
Duration
Territorial Scope
Permitted Activities
Indemnification
Enforcement
Liquidated Damages
Representations and Warranties
Compliance with Laws
Assignment
Severability
Governing Law
Jurisdiction
Entire Agreement
Amendment
Notices
Force Majeure
Termination
Survival
Waiver
Third Party Rights
Information Technology
Construction
Engineering
Professional Services
Manufacturing
Healthcare
Financial Services
Telecommunications
Energy
Consulting
Software Development
Research and Development
Legal
Human Resources
Procurement
Compliance
Risk Management
Operations
Business Development
Vendor Management
Project Management
Contract Administration
Legal Counsel
HR Director
Procurement Manager
Contract Manager
Project Manager
Business Development Director
Chief Operating Officer
Vendor Relations Manager
Compliance Officer
Risk Manager
Operations Director
HR Business Partner
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