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Non Compete Shareholders Agreement

Non Compete Shareholders Agreement Template for Netherlands

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Key Requirements PROMPT example:

Non Compete Shareholders Agreement

"I need a Non Compete Shareholders Agreement for my Dutch technology startup, protecting our business interests across the Benelux region, with particular focus on protecting our AI technology and preventing shareholders from starting competing businesses for 2 years after exit."

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Document background
The Non-Compete Shareholders Agreement is a crucial document for Dutch companies seeking to protect their business interests while managing shareholder relationships. It is particularly valuable when shareholders have access to sensitive business information or could potentially compete with the company. This agreement, governed by Dutch law and compliant with EU regulations, typically includes detailed provisions on share ownership, transfer restrictions, and non-compete obligations. It is commonly used in situations involving company founders, key investors, or strategic shareholders where there's a need to balance shareholder rights with business protection. The document addresses both the corporate aspects under Dutch company law and competition law considerations, making it essential for businesses seeking comprehensive protection of their interests.
Suggested Sections

1. Parties: Identification of all shareholders and the company entering into the agreement

2. Background: Context of the agreement, including company information and purpose of the non-compete arrangements

3. Definitions and Interpretation: Key terms used throughout the agreement, including specific definitions for competitive activities and restricted territory

4. Duration and Scope: Term of the agreement and geographical scope of non-compete obligations

5. Non-Compete Obligations: Detailed restrictions on competitive activities, including specific prohibited actions

6. Non-Solicitation Provisions: Restrictions on soliciting employees, customers, or suppliers

7. Confidentiality Obligations: Protection of confidential information and trade secrets

8. Share Transfer Restrictions: Limitations on transferring shares and conditions for permitted transfers

9. Consequences of Breach: Remedies and penalties for violating the agreement terms

10. Termination: Circumstances under which the agreement can be terminated and consequences

11. Governing Law and Jurisdiction: Confirmation of Dutch law application and jurisdiction for disputes

12. General Provisions: Standard clauses including severability, entire agreement, and amendments

Optional Sections

1. Tag-Along Rights: Optional section for when minority shareholders need protection in case of share sales by majority shareholders

2. Drag-Along Rights: Optional section allowing majority shareholders to force minority shareholders to join in the sale of shares

3. Employee-Shareholder Provisions: Additional provisions for shareholders who are also employees of the company

4. Digital Communication: Provisions for electronic notices and communications when parties agree to modern communication methods

5. Dispute Resolution: Alternative dispute resolution mechanisms if parties prefer mediation or arbitration over court proceedings

6. Share Valuation: Specific mechanisms for valuing shares in case of transfers or exits

7. Competition Compliance: Additional provisions ensuring compliance with EU competition law for cross-border businesses

Suggested Schedules

1. Schedule 1 - Shareholder Details: Complete information about all shareholders including shareholding percentages

2. Schedule 2 - Restricted Territory: Detailed description and/or maps of geographical areas covered by non-compete restrictions

3. Schedule 3 - Restricted Activities: Comprehensive list of prohibited competitive activities

4. Schedule 4 - Excluded Activities: List of permitted activities that would otherwise fall under competitive activities

5. Schedule 5 - Share Transfer Procedures: Detailed procedures for implementing share transfers

6. Appendix A - Deed of Adherence: Template for new shareholders to agree to the terms of the agreement

7. Appendix B - Confidentiality Agreement: Detailed confidentiality terms and procedures

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
Articles of Association
Board
Business
Business Day
Company
Competitive Business
Confidential Information
Control
Deed of Adherence
Director
Effective Date
Encumbrance
Fair Market Value
Group
Holding Company
Intellectual Property Rights
Material Interest
Non-Compete Period
Parties
Permitted Transfer
Restricted Activities
Restricted Territory
Shareholders
Shares
Share Transfer
Subsidiary
Territory
Third Party
Trade Secrets
Transfer
Transferor
Transferee
Competitor
Working Day
Directly
Exit Event
Good Leaver
Bad Leaver
Majority Shareholders
Minority Shareholders
Related Person
Restricted Customer
Restricted Employee
Strategic Information
Substantial Interest
Tag-Along Right
Drag-Along Right
Restricted Period
Voting Rights
Clauses
Interpretations and Definitions
Duration
Non-Competition
Non-Solicitation
Confidentiality
Share Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Voting Rights
Dividend Rights
Pre-emptive Rights
Board Representation
Information Rights
Exit Provisions
Termination
Penalties and Liquidated Damages
Indemnification
Warranties and Representations
Assignment
Severability
Entire Agreement
Amendment
Notices
Governing Law
Jurisdiction
Dispute Resolution
Force Majeure
Costs
Waiver
Third Party Rights
Data Protection
Compliance with Laws
Further Assurance
Relevant Industries

Technology

Professional Services

Manufacturing

Healthcare

Financial Services

Biotechnology

Consulting

Software Development

Research and Development

E-commerce

Retail

Industrial Services

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Board of Directors

Corporate Development

Mergers and Acquisitions

Investment

Compliance

Risk Management

Strategy

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Managing Director

Company Director

Board Member

Corporate Lawyer

General Counsel

Company Secretary

Chief Legal Officer

Business Development Director

Shareholder Representative

Investment Manager

Venture Capital Partner

Private Equity Manager

Corporate Development Manager

Industries
Dutch Civil Code (Burgerlijk Wetboek): Provides the fundamental framework for contract law, including formation, validity, and enforcement of agreements. Book 2 specifically deals with legal entities and corporate matters.
Dutch Competition Act (Mededingingswet): Regulates competition law in the Netherlands, including restrictions on anti-competitive agreements and practices. This affects the scope and enforceability of non-compete provisions.
EU Competition Law (Article 101 TFEU): European Union competition rules that may affect the validity of non-compete clauses, especially if the agreement has cross-border implications.
Dutch Corporate Law (Book 2 of the Civil Code): Specific provisions regarding shareholders' rights, obligations, and corporate governance structures in Dutch companies.
Dutch Employment Law (Title 10, Book 7 of the Civil Code): Relevant for situations where shareholders are also employees, affecting the implementation of non-compete restrictions.
Dutch Commercial Code (Wetboek van Koophandel): Contains provisions relevant to commercial relationships and business operations that might affect shareholder relationships.
General Data Protection Regulation (GDPR): Relevant for handling personal data of shareholders and ensuring compliance in data processing aspects of 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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