Non Compete Solicitation Agreement Template for England and Wales

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Key Requirements PROMPT example:

Non Compete Solicitation Agreement

"I need a Non Compete Solicitation Agreement for our departing Sales Director who has access to our client database and pricing strategies, with a restriction period of 12 months and covering the UK and EU markets, to be effective from March 2025."

Document background
The Non-Compete Solicitation Agreement is essential for businesses operating in England and Wales seeking to protect their legitimate interests from former employees or contractors. This agreement becomes particularly relevant during employment terminations, business sales, or when engaging senior executives. It defines specific restrictions on competitive activities and solicitation of employees, customers, or suppliers, typically lasting for a defined period post-employment. The agreement must be carefully drafted to ensure enforceability under English common law, which requires restrictions to be reasonable and necessary for protecting legitimate business interests. Key elements include the scope of restrictions, duration, geographic limitations, and consideration provided.
Suggested Sections

1. Parties: Identification and details of the contracting parties

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Non-Competition Obligations: Specific restrictions on competitive activities, including scope and nature of prohibited activities

5. Non-Solicitation Obligations: Restrictions on approaching employees, customers, or suppliers

6. Duration: Time period for which restrictions apply

7. Geographic Scope: Territorial limitations of restrictions

8. Consideration: Value exchanged for the restrictions

Optional Sections

1. Garden Leave: Provisions for paid non-work period during employment relationship

2. Confidentiality Provisions: Additional protection of sensitive information and trade secrets

3. Return of Property: Requirements for returning company property and materials

4. Severance Payment: Terms and conditions for additional compensation upon termination

Suggested Schedules

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

2. Schedule 2 - Restricted Customers: List of specific customers covered by non-solicitation provisions

3. Schedule 3 - Restricted Business Activities: Detailed description of prohibited business activities

4. Schedule 4 - Compensation Details: Breakdown of any consideration or payment structure

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

Industries

Common Law Restraint of Trade Doctrine: Fundamental principle stating that restraints of trade are void unless they are reasonable and necessary to protect legitimate business interests. Key case law: Nordenfelt v Maxim Nordenfelt Guns and Ammunition Co [1894]

Competition Act 1998: Ensures restrictions don't violate competition law and must comply with Chapter I prohibition on anti-competitive agreements

Employment Rights Act 1996: Relevant for agreements part of employment contracts, focusing on reasonableness and fairness in employment terms

European Union (Withdrawal) Act 2018: Covers post-Brexit implications on competition law and retained EU law principles

Trade Secrets (Enforcement, etc.) Regulations 2018: Legislation governing the protection of confidential information and trade secrets, defining what constitutes protectable information

Duration Requirements: Legal requirement that the duration of restrictions must be reasonable and justified

Geographic Scope Limitations: Legal requirement that the geographic scope of restrictions must be justified and reasonable

Scope of Restricted Activities: Legal consideration requiring clear definition and reasonable limitation of restricted activities

Legitimate Business Interests: Legal requirement to demonstrate and protect legitimate business interests through the restrictions

Consideration Requirements: Legal requirement for adequate consideration/compensation for the restrictions imposed

Enforceability Requirements: Legal principles governing the enforceability of non-compete and non-solicitation clauses

Data Protection Compliance: GDPR and data protection requirements that must be considered in the agreement

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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