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Non Compete Shareholders Agreement

Non Compete Shareholders Agreement Template for Nigeria

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Key Requirements PROMPT example:

Non Compete Shareholders Agreement

"I need a Non-Compete Shareholders Agreement for my Lagos-based fintech startup, with specific focus on protecting our digital payment technology and restricting shareholders from participating in competing financial services ventures across West Africa for 3 years after exit."

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Document background
The Non-Compete Shareholders Agreement is a crucial document in Nigerian corporate practice, designed to protect company interests by preventing shareholders from engaging in competitive activities that could harm the business. It is typically implemented when companies are seeking to protect their market position, intellectual property, and business relationships, or during significant corporate events such as mergers, acquisitions, or new shareholder entries. The agreement must comply with Nigerian legislation, particularly CAMA 2020 and competition laws, while balancing the rights of shareholders with business protection needs. It includes detailed provisions on restricted activities, geographical limitations, duration of restrictions, and enforcement mechanisms, all structured within the Nigerian legal framework.
Suggested Sections

1. Parties: Identification of all shareholders and the company

2. Background: Context of the agreement and relationship between parties

3. Definitions and Interpretation: Detailed definitions of key terms and interpretation rules

4. Non-Compete Obligations: Core restrictions on competitive activities, including scope, duration, and geographical limits

5. Shareholding Details: Current shareholding structure and share classes

6. Confidentiality Obligations: Protection of company and shareholder confidential information

7. Duration and Territory: Time period and geographical scope of restrictions

8. Transfer Restrictions: Limitations on share transfers and pre-emptive rights

9. Enforcement and Remedies: Mechanisms for enforcing the agreement and available remedies

10. Termination: Circumstances and process for terminating the agreement

11. Governing Law and Jurisdiction: Nigerian law as governing law and jurisdiction details

12. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

Optional Sections

1. Tag-Along Rights: Optional provision for minority shareholders to join in sale of majority shares

2. Drag-Along Rights: Optional provision allowing majority shareholders to force minority to join in sale

3. Put and Call Options: Optional share purchase rights in specific circumstances

4. Non-Solicitation Provisions: Additional restrictions on soliciting employees, customers, or suppliers

5. Garden Leave: Provisions for shareholders who are also employees

6. Deadlock Resolution: Mechanisms for resolving shareholder disputes

7. Digital Assets and Social Media: Modern provisions addressing online business aspects

8. Force Majeure: Provisions for unforeseen circumstances affecting agreement performance

Suggested Schedules

1. Schedule 1 - Current Shareholding Structure: Detailed breakdown of current shares and shareholders

2. Schedule 2 - Restricted Business Activities: Specific list of prohibited competitive activities

3. Schedule 3 - Restricted Territory: Detailed geographical boundaries of non-compete restrictions

4. Schedule 4 - Deed of Adherence: Template for new shareholders to join the agreement

5. Schedule 5 - Competitors List: Identified competitors and restricted business relationships

6. Schedule 6 - Company's Business Plan: Current business plan and strategic direction

7. Appendix A - Share Valuation Methodology: Agreed method for valuing shares for transfers or exits

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Applicable Law
Board
Business
Business Day
CAMA
Change of Control
Company
Competing Business
Competition Laws
Confidential Information
Connected Person
Control
Deed of Adherence
Directors
Effective Date
Encumbrance
Fair Market Value
Financial Year
Good Leaver
Group
Intellectual Property Rights
Material Breach
Non-Compete Period
Notice
Ordinary Shares
Parties
Permitted Transfer
Prohibited Activities
Restricted Business
Restricted Period
Restricted Territory
Share Capital
Shareholder
Shareholders' Meeting
Shares
Subsidiary
Tag-Along Rights
Territory
Trade Secrets
Transfer
Transferee
Transferor
Trigger Event
Voting Rights
Relevant Industries

Technology

Financial Services

Manufacturing

Professional Services

Healthcare

Energy and Oil & Gas

Telecommunications

Real Estate

Retail and Consumer Goods

Agriculture

Construction

Education

Media and Entertainment

Transportation and Logistics

Relevant Teams

Legal

Corporate Secretariat

Executive Leadership

Board of Directors

Compliance

Finance

Corporate Governance

Risk Management

Shareholder Relations

Strategic Planning

Investment Relations

Relevant Roles

Chief Executive Officer

Chief Legal Officer

Corporate Lawyer

Company Secretary

Chief Financial Officer

Managing Director

Board Member

Legal Counsel

Compliance Officer

Investment Manager

Corporate Governance Officer

Shareholder Relations Manager

Business Development Director

Risk Manager

Strategy Director

Industries
Companies and Allied Matters Act (CAMA) 2020: The principal legislation governing company operations in Nigeria, including shareholders' rights, corporate governance, and company administration
Federal Competition and Consumer Protection Act 2018: Regulates competition and business practices in Nigeria, ensuring non-compete clauses don't create unfair market restrictions
Constitution of the Federal Republic of Nigeria 1999: Particularly Section 34 on right to dignity and Section 41 on freedom of movement, which may affect the scope of non-compete restrictions
Nigerian Contract Law: Common law principles governing contract formation, validity, and enforcement in Nigeria
Investment and Securities Act 2007: Regulates securities trading and investors' rights, relevant for shareholding aspects of the agreement
Nigerian Labour Act: Relevant when non-compete provisions affect employment relationships or former employees who are shareholders
Investments and Securities Tribunal (IST) Rules: Procedural rules for resolving shareholders' disputes and investment-related matters
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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