Non Compete Agreement Between Two Companies Template for United States

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Key Requirements PROMPT example:

Non Compete Agreement Between Two Companies

"I need a Non Compete Agreement Between Two Companies to protect my tech company's interests after selling our AI division to a larger corporation, with restrictions covering North America and a duration of 3 years starting from January 2025."

Document background
A Non-Compete Agreement Between Two Companies is commonly used in business transactions such as mergers, acquisitions, joint ventures, or strategic partnerships where one company needs to protect its business interests from competition by another. This document is particularly important in the United States where it must balance legitimate business protection with antitrust compliance and state-specific regulations. The agreement typically defines restricted activities, geographic limitations, duration, and enforcement mechanisms while ensuring reasonable restrictions that courts will uphold. It's essential for protecting intellectual property, market position, and competitive advantage while maintaining compliance with both federal and state laws.
Suggested Sections

1. Parties: Identification and details of the companies entering into the agreement

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

3. Definitions: Key terms used throughout the agreement

4. Scope of Non-Compete: Specific restrictions and prohibited activities

5. Duration: Time period for which restrictions apply

6. Geographic Limitations: Territorial scope of the restrictions

7. Consideration: Value exchanged for the non-compete obligations

8. Confidentiality: Protection of sensitive information

9. Remedies: Consequences of breach and enforcement mechanisms

Optional Sections

1. Carve-outs: Specific exceptions to non-compete obligations when certain activities or markets need to be excluded

2. Assignment: Rights to transfer the agreement when transfer rights are important to either party

3. Non-Solicitation: Restrictions on soliciting employees or customers when protection beyond pure competition is needed

4. Survival: Provisions that continue after termination when certain obligations should extend beyond the agreement

Suggested Schedules

1. Schedule A - Restricted Business Activities: Detailed list of prohibited activities

2. Schedule B - Geographic Territory: Detailed map or list of restricted territories

3. Schedule C - Competitive Products/Services: Specific products or services covered by restrictions

4. Schedule D - Excluded Activities: List of permitted activities or exceptions

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

Industries

Federal Antitrust Laws: Primary federal legislation including Sherman Antitrust Act, Clayton Act, and Federal Trade Commission Act that ensure the agreement doesn't unreasonably restrict competition or create monopolistic conditions

State-Specific Non-Compete Laws: Variable state regulations on non-compete agreements, including different requirements for duration, geographic scope, and legitimate business interests. Note that some states like California are highly restrictive

Contract Law Principles: Fundamental legal requirements including consideration, contract formation rules, enforceability standards, and compliance with Statute of Frauds

Trade Secret Laws: Federal Defend Trade Secrets Act (DTSA), state-specific trade secret protection laws, and the Uniform Trade Secrets Act as adopted by various states

Reasonableness Standards: Legal requirements for reasonable restrictions in terms of duration, geographic scope, and protection of legitimate business interests while maintaining fair competition

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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