Non Solicitation Agreement Form Template for England and Wales

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Key Requirements PROMPT example:

Non Solicitation Agreement Form

"I need a Non Solicitation Agreement Form for a senior sales manager leaving our technology consulting firm in March 2025, specifically to protect our client relationships in the London and Manchester areas for 12 months after their departure."

Document background
The Non Solicitation Agreement Form is a crucial legal instrument in English and Welsh business practice, designed to protect companies from the loss of valuable employees, clients, or customers through solicitation by former employees or business partners. This document is particularly relevant when employees or contractors have access to sensitive client relationships or when businesses enter into partnerships where customer protection is essential. The agreement must balance legitimate business protection with reasonable restrictions under UK law, typically including specific duration, geographic scope, and clearly defined prohibited activities.
Suggested Sections

1. Parties: Identification and details of all parties to the agreement

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Scope of Non-Solicitation: Specific activities prohibited under the agreement

5. Duration: Time period for which restrictions apply

6. Geographic Scope: Territorial limits of the restrictions

7. Consideration: Value exchanged for the agreement

8. Remedies: Consequences of breach and available remedies

Optional Sections

1. Confidentiality Provisions: Additional protections for confidential information, used when sensitive information will be shared

2. Garden Leave: Terms for paid leave during notice period, applicable for employment-related non-solicitation agreements

3. Severability: Provisions for partial enforcement if parts are invalid, particularly important when agreement covers multiple jurisdictions

Suggested Schedules

1. Schedule of Protected Clients: List of specific clients covered by non-solicitation

2. Schedule of Protected Employees: List of employees covered by non-solicitation provisions

3. Geographic Territories: Detailed definition of geographic areas covered

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

Competition Act 1998: Primary UK legislation governing competition law, which must be considered to ensure non-solicitation provisions don't constitute anti-competitive behavior

Enterprise Act 2002: Provides framework for merger control and market investigations, relevant for ensuring non-solicitation clauses don't create market restrictions

Article 101 TFEU: Retained EU law post-Brexit dealing with anti-competitive agreements, which must be considered for compliance of non-solicitation terms

Employment Rights Act 1996: Key employment legislation that provides framework for employment relationships and rights, affecting how non-solicitation terms can be applied

Trade Union and Labour Relations (Consolidation) Act 1992: Legislation governing collective labor rights and industrial relations, relevant for workplace solicitation aspects

Nordenfelt Principle: Common law precedent from Nordenfelt v Maxim Nordenfelt [1894] establishing the reasonableness test for restrictive covenants

Legitimate Business Interests Doctrine: Common law principle requiring that restrictive covenants must protect legitimate business interests to be enforceable

Geographic and Temporal Limitations: Legal requirement that non-solicitation restrictions must have reasonable geographic scope and time duration to be enforceable

UK GDPR: Data protection regulation affecting how personal information can be handled in the context of non-solicitation agreements

Data Protection Act 2018: UK's implementation of data protection principles, relevant when personal data is involved in non-solicitation restrictions

Contract Formation Principles: Common law requirements for valid contract formation including offer, acceptance, consideration, and intention to create legal relations

Restraint of Trade Doctrine: Common law principle that restrictive covenants are void unless they are reasonable and protect legitimate business interests

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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