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Subcontractor Non Solicitation Agreement
"I need a Subcontractor Non-Solicitation Agreement for my IT consulting firm in Hong Kong that will prevent our technical subcontractors from poaching our employees and clients across our operations in Hong Kong, Singapore, and mainland China, with particular focus on protecting our artificial intelligence and machine learning teams."
1. Parties: Identifies and defines the contracting parties - typically the main contractor and subcontractor
2. Background: Explains the context of the relationship and purpose of the agreement
3. Definitions: Defines key terms used throughout the agreement, including 'Confidential Information', 'Restricted Period', and 'Restricted Persons'
4. Scope of Relationship: Outlines the nature of the subcontractor relationship and confirms independent contractor status
5. Non-Solicitation Obligations: Details the core restrictions on soliciting employees, clients, and other subcontractors
6. Duration of Restrictions: Specifies the time period during which the non-solicitation obligations remain in effect
7. Geographical Scope: Defines the territorial limits of the non-solicitation restrictions
8. Acknowledgments: Subcontractor's confirmation of the reasonableness of restrictions and receipt of consideration
9. Remedies: Specifies available remedies for breach, including injunctive relief and damages
10. Severability: Ensures remaining provisions stay valid if any part is found unenforceable
11. Governing Law and Jurisdiction: Confirms Hong Kong law governs and specifies jurisdiction for disputes
12. Entire Agreement: Confirms the agreement represents the complete understanding between parties
1. Confidentiality: Additional provisions protecting confidential information, used when not covered by a separate NDA
2. Non-Competition: Additional restrictions on competitive activities, if appropriate and necessary for business protection
3. Assignment: Provisions regarding the ability to transfer rights under the agreement, used for larger corporate structures
4. Survival: Specifies which provisions continue after agreement termination, used for complex arrangements
5. Notice Requirements: Formal communication procedures, added for relationships requiring structured communication
6. Third Party Rights: Addresses whether third parties have enforceable rights, relevant under the Contracts (Rights of Third Parties) Ordinance
7. Force Majeure: Added when parties want to address unforeseeable circumstances affecting performance
1. Schedule 1 - Restricted Clients: List of specific clients covered by non-solicitation provisions
2. Schedule 2 - Restricted Employees: Categories or list of employees covered by non-solicitation provisions
3. Schedule 3 - Territorial Scope: Detailed description of geographical areas covered by restrictions
4. Schedule 4 - Specific Services: Detailed description of services provided by subcontractor
5. Appendix A - Form of Acknowledgment: Template for periodic acknowledgment of obligations by subcontractor
Authors
Affiliated Company
Business
Business Day
Commencement Date
Confidential Information
Group
Material Interest
Parent Company
Project
Restricted Business
Restricted Clients
Restricted Employees
Restricted Period
Restricted Persons
Restricted Services
Restricted Territory
Services
Solicitation
Subcontractor
Subsidiary
Term
Termination Date
Definitions
Non-Solicitation of Employees
Non-Solicitation of Clients
Non-Solicitation of Other Subcontractors
Duration of Restrictions
Territorial Scope
Consideration
Acknowledgments
Reasonableness of Restrictions
Remedies
Injunctive Relief
Confidentiality
Independent Contractor Status
Severability
Assignment
Entire Agreement
Governing Law
Jurisdiction
Third Party Rights
Notices
Force Majeure
Waiver
Variation
Survival
Information Technology
Construction
Professional Services
Management Consulting
Engineering
Financial Services
Healthcare
Manufacturing
Software Development
Business Process Outsourcing
Telecommunications
Real Estate Development
Legal
Human Resources
Procurement
Operations
Compliance
Risk Management
Vendor Management
Project Management
Business Development
Contract Administration
Legal Counsel
HR Director
Procurement Manager
Project Manager
Operations Director
Contract Manager
Chief Operating Officer
Vendor Management Specialist
Compliance Officer
Risk Manager
Business Development Director
Resource Manager
Head of Human Resources
General Counsel
Chief Legal Officer
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