Subcontractor Non Compete Agreement Template for India

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Key Requirements PROMPT example:

Subcontractor Non Compete Agreement

"I need a Subcontractor Non Compete Agreement for our IT consulting firm in Bangalore, to be used with freelance developers who will have access to our client data and proprietary code starting March 2025."

Document background
The Subcontractor Non Compete Agreement is essential for businesses operating in India that engage external contractors and need to protect their proprietary information, client relationships, and competitive advantage. This document becomes particularly relevant when subcontractors have access to sensitive business information or client relationships during their engagement. The agreement must be carefully drafted to comply with Indian legal requirements, particularly considering that post-termination non-compete clauses are generally not enforceable under Indian law. The document typically includes detailed provisions about the scope of restricted activities, geographical limitations, and confidentiality obligations, all structured to be enforceable during the contract period. It's designed to protect legitimate business interests while respecting the subcontractor's constitutional right to trade and profession under Indian law.
Suggested Sections

1. Parties: Identification of the main contractor and subcontractor, including full legal names, addresses, and registration details

2. Background: Context of the subcontracting relationship and purpose of the non-compete agreement

3. Definitions: Key terms used in the agreement including 'Confidential Information', 'Competing Business', 'Territory', and 'Restricted Period'

4. Scope of Work: Overview of the subcontractor's services and relationship with the main contractor

5. Non-Compete Obligations: Specific restrictions during the contract period, including prohibited activities and geographical limitations

6. Confidentiality Obligations: Protection of confidential information, trade secrets, and proprietary data

7. Duration and Term: Period of the agreement and the non-compete obligations, specifically during the contract period

8. Acknowledgments: Subcontractor's acknowledgment of the reasonableness of restrictions and receipt of consideration

9. Remedies: Available remedies in case of breach, including injunctive relief and damages

10. Governing Law and Jurisdiction: Specification of Indian law as governing law and jurisdiction for dispute resolution

Optional Sections

1. Non-Solicitation: Additional restrictions on soliciting clients or employees, used when there's direct client contact

2. Intellectual Property Rights: Specific IP-related provisions, included when subcontractor may create or access IP

3. Assignment and Delegation: Rules for transferring agreement rights, included for larger corporate subcontractors

4. Dispute Resolution: Detailed arbitration or mediation procedures, included for high-value or complex relationships

5. Survival Clauses: Provisions that survive termination (like confidentiality), used in complex service arrangements

6. Return of Materials: Procedures for returning confidential materials, included when physical or digital assets are involved

7. Independent Contractor Status: Clarification of relationship status, important when misclassification risk exists

Suggested Schedules

1. Schedule A - Restricted Activities: Detailed list of specific activities and businesses covered by non-compete

2. Schedule B - Territory: Detailed geographical scope of restrictions with specific locations and boundaries

3. Schedule C - Confidential Information: Comprehensive list of types of confidential information covered

4. Schedule D - Existing Commitments: Subcontractor's declaration of existing business relationships and commitments

5. Appendix 1 - Consideration Details: Specific details of consideration provided for non-compete obligations

6. Appendix 2 - Client List: List of protected clients covered by non-solicitation (if applicable)

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 Industries

Information Technology

Management Consulting

Professional Services

Engineering Services

Construction

Healthcare Services

Financial Services

Manufacturing

Digital Marketing

Software Development

Business Process Outsourcing

Research and Development

Relevant Teams

Legal

Procurement

Human Resources

Operations

Compliance

Risk Management

Vendor Management

Contract Administration

Project Management Office

Business Development

Relevant Roles

Legal Counsel

Contract Manager

Procurement Manager

Project Manager

Human Resources Director

Operations Manager

Business Development Manager

Vendor Management Specialist

Risk Management Officer

Compliance Officer

Department Head

Chief Operating Officer

Chief Legal Officer

Resource Planning Manager

Outsourcing Manager

Industries
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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