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Non Solicitation Agreement
"I need a Non-Solicitation Agreement for my software development company based in Auckland, preventing departing senior developers from poaching our employees or clients for 12 months after their departure, with specific focus on protecting our relationships with Australian and New Zealand clients."
1. Parties: Identifies and defines the parties to the agreement, including full legal names and addresses
2. Background: Sets out the context and purpose of the agreement, including the nature of the business relationship
3. Definitions: Defines key terms used throughout the agreement, including 'solicitation', 'restricted parties', 'confidential information', and 'restricted period'
4. Non-Solicitation Obligations: Details the core restrictions on soliciting employees, customers, clients, suppliers, or other business relationships
5. Duration and Territory: Specifies the time period and geographic scope of the non-solicitation obligations
6. Exceptions and Permitted Activities: Outlines activities that are explicitly permitted despite the non-solicitation restrictions
7. Confidentiality: Addresses the handling and protection of confidential information that may be relevant to the non-solicitation obligations
8. Enforcement and Remedies: Details the consequences of breach and available remedies, including injunctive relief
9. General Provisions: Standard contract clauses including governing law, entire agreement, amendments, and notices
1. Independent Contractor Relationship: Required when the agreement is between a company and independent contractor rather than employer-employee
2. Assignment and Succession: Include when there's a need to address transfer of rights or obligations, particularly in business sale contexts
3. Severability and Reformation: Important when there's higher risk that certain provisions might be found unenforceable and need to be modified
4. Return of Property: Include when the restricted party has access to physical or digital assets that must be returned
5. Survival: Include when certain obligations need to explicitly survive termination of a related agreement
6. Non-Competition Obligations: Add when broader restrictions on competitive activities are necessary, subject to reasonableness requirements
1. Schedule 1 - Restricted Parties: List of specific employees, customers, clients, or suppliers covered by the non-solicitation obligations
2. Schedule 2 - Restricted Territory: Detailed description or map of the geographic area where restrictions apply
3. Schedule 3 - Restricted Business Activities: Detailed description of the specific business activities covered by the restrictions
4. Appendix A - Related Entities: List of affiliated companies or entities covered by or subject to the agreement
5. Appendix B - Acknowledgment Form: Form for restricted party to acknowledge understanding and acceptance of obligations
Authors
Business
Business Day
Confidential Information
Customer
Direct Solicitation
Effective Date
Employee
Group
Indirect Solicitation
Protected Business
Protected Customer
Protected Employee
Protected Party
Protected Supplier
Related Company
Restricted Activities
Restricted Period
Restricted Territory
Services
Solicitation
Subsidiary
Supplier
Term
Territory
Non-Solicitation of Employees
Non-Solicitation of Customers
Non-Solicitation of Suppliers
Duration and Term
Territorial Scope
Confidentiality
Permitted Activities
Exceptions
Acknowledgments
Consideration
Independent Legal Advice
Remedies
Injunctive Relief
Assignment
Severability
Governing Law
Jurisdiction
Entire Agreement
Amendment
Notices
Waiver
Force Majeure
Interpretation
Counterparts
Professional Services
Information Technology
Financial Services
Healthcare
Consulting
Recruitment
Legal Services
Marketing and Advertising
Sales and Distribution
Engineering
Manufacturing
Research and Development
Education and Training
Real Estate
Human Resources
Legal
Sales
Business Development
Client Relations
Senior Management
Operations
Recruitment
Professional Services
Marketing
Account Management
Research and Development
Chief Executive Officer
Human Resources Director
Legal Counsel
Sales Manager
Business Development Manager
Senior Consultant
Account Manager
Recruitment Manager
Department Head
Project Manager
Technical Lead
Senior Engineer
Financial Advisor
Marketing Director
Operations Manager
Client Relations Manager
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