Non Compete Agreement between Independent Contractor and Client

NON COMPETE AGREEMENT

BETWEEN

________

(the Client)

AND

________

(the Independent Contractor)

This Non Compete Agreement is effective from ________.

BACKGROUND

1. The Client, ________, is a general partnership (GP) registered at the following address:

________

2. The Independent Contractor, ________ is a general partnership (GP) based at the following address:

________

3. The Client and the Independent Contractor have determined it is in their shared interest to enter into an agreement entitled '________', dated ________. Throughout this Non Compete Agreement, 'the Contract' shall refer to the agreement entered into by the Independent Contractor and Client on ________.

4. The Independent Contractor will perform the following services under the Contract:

________

5. The Independent Contractor accepts the terms and conditions as contained in the Contract and the sufficiency of consideration afforded thereunder. It is in addition and without prejudice to that Contract that the Independent Contractor acknowledges and accepts that they are bound by further restrictive covenants outlined in the present agreement.

(1). OBLIGATION OF NON COMPETITION

1.1. The Independent Contractor acknowledges and accepts that through the performance of the Contract, they are exposed to and operationalise important information and material relevant to the commercial viability and strategic performance of the Client in the marketplace. The use of this information and material to the competitive disadvantage of the Client would cause significant commercial damage to the Client, and the Client has a legitimate interest to protect the goodwill, reputation and commercial interests of their business.

1.2. For the entire duration of the Contract between the Independent Contractor and the Client the Independent Contractor will refrain from:

a. any direct or indirect professional engagement with any associations, corporations, individuals, self employed persons or any other going concerns which are in direct competition with the Client, irrespective of whether or not the independent contractor receives any remuneration. In so refraining, the Independent Contractor will not offer advice, consult with, provide financial support to, or cause the conduct of any business so described that is in direct competition with the Client;

b. launching any enterprises, joint ventures, partnerships, or sole trading operations with the intent of providing a service that is directly competitive with the Client's service.

1.3. For the purposes of this Agreement, "direct competition" means any enterprise that operates in an industry or market where it is likely to gain a competitive advantage over the Client by utilising confidential information, trade secrets, "know how," strategies, or tactics acquired by the Independent Contractor during their contract with the Client; or any industry or market which seek to attract the same customers of the Client.

1.4. Enterprises in direct competition shall specifically include those operating in the following industry/marketplace:

________

1.5. The restrictions on the Independent Contractor's activity in respect of the following geographic location: ________.

1.6. The restrictions on the Independent Contractor's activity with respect to the Client's competitors may be lifted with the Client's written permission.

(2). OBLIGATION OF NON SOLICITATION

2.1. The Independent Contractor acknowledges and accepts that through the performance of the Contract, they will develop contacts and relationships with the Client's own clients, customers, exclusive suppliers, and other independent contractors hired by the Client. The diversion of their respective custom and expertise to an enterprise in direct competition with the Client would cause significant commercial damage to the Client. The Independent Contractor acknowledges and accepts that the Client has a legitimate interest in seeking to retain the employees, other independent contractors, clients, customers, and suppliers they have thus far acquired.

2.2. For the entire duration of the Contract between the Independent Contractor and the Client the Independent Contractor will refrain from:

a. encouraging employees or independent contractors engaged by the Client to withdraw from the contracts they hold with the Client for any purpose, including but not limited to, for the purposes of engaging with a competing enterprise;

b. presenting employees or other independent contractors engaged by the Client with alternative employment or business opportunities in businesses, associations, corporations, sole traders or any other going concern, that is in competition with the Client; and

c. soliciting or inciting any real or potential customers identified by the Client away from their business with the Client for the purposes of diverting that business to an alternative business, association, corporation, sole trader or any other going concern, that is in competition with the Client.

2.3. The restrictions on the Independent Contractor's conduct in respect of employees or other independent contractors engaged by Client shall apply only in respect of those employees or independent contractors engaged by the Client contemporaneous to the Independent Contractor's contract.

(3). CONFLICT OF INTEREST

3.1. The Independent Contractor represents and warrants that they currently enjoy no interest, direct or indirect, that would in any way conflict with the effective performance of the Contract, or with the commercial interests of the Client.

3.2. The Independent Contractor shall take all reasonable measures to prevent the occurrence of any event or conditions that could result in an actual or potential conflict between the personal/professional interests of the Independent Contract and the commercial interests of the Client.

3.3. The Independent Contractor will notify the Client should any real or potential conflicts of interest arise during the performance of the Contract,. The Independent Contractor shall notify the following individual in the event such a conflict of interest arises: ________, (________).

(4). OBLIGATIONS OF NON DISCLOSURE OF CONFIDENTIAL INFORMATION

Definition of 'Confidential Information':

4.1. For the purposes of this Agreement and the relationship between the Parties, 'Confidential Information' shall include all information of a sensitive, proprietary or commercial nature. 'Confidential information' includes but is limited to the following:

a. Customer information;

b. Business operational information;

c. Financial information;

d. Product processing information; and

e. Marketing and development information.

4.2. Confidential Information does not include the following:

a. Information that is part of the public domain;

b. Information that is known to the Independent Contractor prior to its disclosure by the Client;

c. Information acquired by the Independent contractor through legitimate means independent of the Client; and

d. Information that the Independent Contractor has been authorised by the Client to disclose.

Obligations of non-disclosure:

4.3. The obligations of non-disclosure will be binding on the Independent Contractor for the entire duration of the Contract between the Independent Contractor and the Client.

4.4. The Independent Contractor will maintain Confidential Information in a safe and secure location, physical or cyber space and take necessary measures to avoid its unauthorised disclosure or acquisition.

4.5. The Independent Contractor will refrain from disclosing, disseminating or publishing any Confidential Information to any third party, including family and friends, and maintain Confidential Information in the strictest confidence.

4.6. The Independent Contractor will not use any Confidential Information in any manner that serves the commercial interest of any enterprise in direct competition with the Client including any enterprise launched by the Independent Contractor themselves.

4.7. The Independent Contractor will not disclose any Confidential Information to any member of any association, business, enterprise or going concern that is in direct competition with the Client.

4.8. The Independent Contractor agrees to return any Confidential Information in their possession at the request of the Client, or upon the expiration or termination of the Contract. This includes any material that is connected to or derived from the Confidential Information here defined, any original versions of the Confidential Information, reproductions, outlines, analyses or comment thereon.

(5). CONSIDERATION

5.1. The Independent Contractor in exchange for observing the restrictive covenants outlined in this Agreement receives as consideration the Contract dated ________.

5.2.In particular, the Independent Contractor will receive the following rate of remuneration: ________ (________) per hour.

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(8). ENTIRE AGREEMENT

8.1. The Parties acknowledge that the terms and conditions, rights and obligations outlined in this Agreement represent the entirety of the agreement between the Parties in respect to obligations of 'Non Competition', 'Non Solicitation' and 'Confidentiality'.

8.2. This Agreement supersedes and takes precedence over any existing or prior agreement, written communication, oral communication, discussions or understandings between the Parties in relation to the obligations of 'Non Competition', 'Non Solicitation' and 'Confidentiality'.

(9). APPLICABLE LAW

9.1. This Agreement is regulated by the Laws of the Republic of Ireland.

(10). DECLARATION AND SIGNATURE

10.1. The Parties acknowledge this Agreement is whole, legally binding and enforceable.

10.2. In signing this Agreement, the Parties undertake to be wholly bound by its terms.

_______________________

________

job title: ________

signing on behalf of: ________

____________________________

________

Job title: ________

signing on behalf of ________