Non Compete Agreement between Independent Contractor and Client

This Non Compete agreement between Independent contractor and Client is designed to prevent an Independent Contractor from competing with their Client's business, soliciting the Client's employees or customers to join a competitors business or revealing the Client's confidential information to any third party.

This document can be signed by an Independent Contractor with the purpose of imposing restrictions on the type of conduct that could harm the Client's legitimate business interests. This document includes three types of restrictions on the Independent Contractor's conduct:

• Non Compete Obligations

The non compete obligations precludes the Independent Contractor from professionally engaging with one of the Client's competitors or launching their own enterprise to compete with the Client's for a limited period of time.

• Non Solicitation Obligations

The non solicitation obligations precludes the Independent Contractor from enticing the Client's other staff members or their customers away from the Client's business in favour of a competing enterprise.

• Non Disclosure Obligations

The non disclosure obligations prevents the Independent Contractor from revealing any 'confidential information' they were exposed to during the performance of their contract to any third party, or using that information to the competitive disadvantage of the Client.

These terms limit the Independent Contractor's professional activity following the termination of the Contract between the Parties. As such, they interfere with the Independent Contractor's right to earn a living (a constitutionally protected right in Ireland). They can only represent a 'restraint of trade' infringing certain aspects of competition law. In light of this, it is very important in order for these clauses to be enforceable that they remain within certain parameters. Firstly, they can only limit the Independent Contractor's activity insofar as is necessary to protect the Client's legitimate interest. Secondly, they must not be overly restrictive so as to deny the Independent Contractor's right to earn a living. Thirdly, they cannot prohibit all competition, everywhere, forever. It is for this reason that the restrictions only apply:

• for a limited period of time (a matter of months);
• in a particular geographic area;
• in respect of particular professional activities; and
• where the Independent Contractor has been given sufficient consideration to refrain from other professional engagement.

How to Use this Document

This document can be used by Parties who already have an agreement in place between them (e.g. Services Agreement, Joint Venture Agreement or Independent Contractor Agreement). It should be used by the Client who is a business, operating through a company, partnership or a sole trader. It cannot be used where the Client is a consumer engaging an independent contractor in a private capacity.

In most cases, the Non Compete Agreement should be executed contemporaneous with a Services Agreement or Independent Contractor Agreement. However, in some cases, the need for a Non Compete Agreement does not arise until some time has passed since the beginning of the professional relationship. The user should consult the existing contract between the Parties when filling in relevant details about the Independent Contractor's contractual term and remuneration. It is important that these terms are consistent across the two documents.

While this document contains obligations of Non Disclosure, the user may want more elaborate definitions of 'confidential information' or more numerous obligations of non-disclosure, in which case a separate Non Disclosure Agreement can be filled out in tandem with the present agreement.

This document is designed for use by an Independent Contractor and Client who are not in the employment relations between each other. If the Parties wish to conclude a Non Compete Agreement between an employer and an employee, another document should be used instead.

Governing Law

This document is designed to reflect the requirements of Irish Contract Law.

This document also takes account the Irish courts' rulings on non compete clauses, including "Ryanair DAC V Bellew" which found that non compete clauses are enforceable, but the Independent Contractor subject to these restrictions must be adequately compensated for the restriction of their professional activity.

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