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Restrictive Covenants Shareholders Agreement

Restrictive Covenants Shareholders Agreement Template for Singapore

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Key Requirements PROMPT example:

Restrictive Covenants Shareholders Agreement

"I need a Restrictive Covenants Shareholders Agreement for our Singapore-based technology startup that particularly focuses on protecting our AI algorithms and preventing shareholders from starting competing businesses in Southeast Asia for 24 months after they exit."

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Document background
The Restrictive Covenants Shareholders Agreement is essential for Singapore companies seeking to protect their business interests from competition by their shareholders. This document becomes particularly relevant when shareholders have access to sensitive information, key client relationships, or trade secrets. Under Singapore law, such agreements must be carefully balanced to protect legitimate business interests while remaining reasonable and enforceable. The agreement typically includes detailed provisions on non-competition, non-solicitation of customers and employees, and confidentiality obligations, all structured to comply with Singapore's legal framework and common law principles.
Suggested Sections

1. Parties: Identification of all shareholders and the company

2. Background: Context of the agreement and existing shareholding structure

3. Definitions: Key terms used throughout the agreement, including 'Confidential Information', 'Competitive Business', 'Restricted Period'

4. Non-Competition Covenant: Core restrictions preventing shareholders from engaging in competitive activities

5. Non-Solicitation of Customers: Restrictions on approaching or dealing with company customers

6. Non-Solicitation of Employees: Restrictions on hiring or attempting to hire company employees

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

8. Duration and Geographic Scope: Specific timeframes and territorial limits of restrictions

9. Enforcement and Remedies: Consequences of breach and available legal remedies

Optional Sections

1. Non-Dealing Covenant: Additional restrictions on dealing with customers even if not solicited - Used for businesses with high-value client relationships

2. Intellectual Property Protection: Additional provisions protecting company IP - Used for technology or IP-intensive businesses

3. Garden Leave Provisions: Terms regarding paid leave during notice period - Used for executive shareholders who are also employees

4. Exception Clauses: Specific carve-outs from restrictions - Used when shareholders have legitimate existing business interests

Suggested Schedules

1. Schedule of Shareholders: List of all shareholders and their respective shareholdings

2. Schedule of Restricted Territories: Detailed list of geographic areas where restrictions apply

3. Schedule of Restricted Activities: Detailed description of prohibited business activities

4. Schedule of Protected Customers: List of specific customers covered by non-solicitation provisions

5. Schedule of Competitive Businesses: Definition and examples of businesses considered competitive

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
Industries

Companies Act (Cap. 50): Primary legislation governing company operations and shareholder rights in Singapore

Securities and Futures Act (Cap. 289): Regulates securities trading and financial market activities in Singapore

Competition Act (Cap. 50B): Ensures restrictive covenants do not violate anti-competitive regulations

Employment Act (Cap. 91): Relevant for restrictions affecting employment relationships and employee shareholders

Doctrine of Restraint of Trade: Common law principle requiring restrictions to be reasonable in scope, duration, and geographic coverage, and must protect legitimate business interests

Man Financial (S) Pte Ltd v Wong Bark Chuan David [2008]: Key case law establishing principles for enforcement of restrictive covenants in Singapore

Lek Gwee Noi v Humming Flowers & Gifts Pte Ltd [2014]: Significant case law regarding the reasonableness of restrictive covenants

Smile Inc Dental Surgeons Pte Ltd v Lui Andrew Stewart [2012]: Case law addressing the scope and enforceability of restrictive covenants

MAS Guidelines: Monetary Authority of Singapore regulatory guidelines affecting shareholder agreements in regulated entities

SGX Listing Rules: Singapore Exchange requirements that may affect shareholder agreements in listed companies

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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