Non-Compete Agreement

NON-COMPETE AGREEMENT (the Agreement)

DATED: ________

1. Interpretations and Definitions

The definitions and rules of interpretation within this document shall be as follows:-

(I). The Parties

(a). The Employer

The Employer is: ________

(b). The Employee

The Employee is: ________

(II). Your Employment

Your Employment shall mean the particulars of employment (and Contract of Employment) between you, the Employee, and the Employer, a copy of which accompanies this agreement.

(III). Service of Documents

Any relevant notices in respect of the Agreement must be served by email. The relevant addresses for service are:

Employer: ________

Employee: ________

(IV). Termination

Termination shall mean any termination of your Employment, irrespective of the cause.

(V). Date of Termination

Date of Termination shall mean the final day of your Employment.

(VI). Jurisdiction

The Agreement shall be interpreted and enforced within the jurisdiction of England and Wales.

(VII). Protected Trade

Protected Trade means the primary trade of the Employer, specifically:

________

(VIII). Protected Trade Connections

(a). a Protected Trade Connection shall be any individual, company, organisation or body existing as a Customer of the Employer for the period of ________ MONTH prior to the Date of Termination and with whom you, the Employee, had contact with or had information in relation to during this period.

(b). a Protected Trade Connection shall also include any prospective Customer of the Employer for the period of ________ MONTH prior to the Date of Termination and with whom you, the Employee, had substantial and material dealings with during this period.

(IX). Protected Employee

A Protected Employee shall mean:

(a). any person employed by the Employer in the category of:

________

(b). and with whom you had direct dealings with and who were known to your during your Employment; and

(c). who has the potential to cause detriment to the Protected Trade should they become engaged with a competitor of the Protected Party within the Protected Trade.

(X). Confidential Information

For the purpose of the Agreement

(a). Confidential Information shall specifically mean:

________

(b). this information comprises of information which is essential to the business operations of the Employer and includes intelligence regarding trade secrets of the Employer; and

(c). for the avoidance of any doubt the definition of Confidential Information in the Agreement is defined for the purposes of the covenants listed at section 3 of the Agreement below shall not fetter or alter any definition of Confidential Information provided within your Contract of Employment nor shall it impact any subsisting obligation or agreement regarding confidentiality between the parties.

(XI). Protected Area

The Protected Area shall mean:

________

2. Consideration

In consideration of the Employer offering you, the Employee, with the Contract of Employment attached to this agreement, together with:

________

the parties do agree to the below post-termination covenants.

3. Post-Termination Covenants

In order to protect Public Interest, the interests of the Employer's business and Confidential Information it is hereby agreed that you, the Employee, do covenant with us, the Employer, that you shall not:

(I). solicit any Protected Trade Connections or attempt to directly and actively encourage any Protected Trade Connections with the aim of:

(a). conducting a course of business within the Protected Trade with the Protected Trade Connection;

(b). within the Protected Area;

(c). for a period of ________ MONTH from the Date of Termination.

(II). for a period of ________ MONTH, engage in a course of business where:

(a). the course of business is with any Protected Trade Connection; and

(b). the course of business is within the Protected Area; and

(c). the course of business is in competition with the Employer; and

(d). the course of business is within the scope of the Protected Trade.

(III). solicit any Protected Employee or directly and actively entice any Protected Employee with the aim of:

(a). offering to employ such a Protected Employee; and

(b). the offer or enticement to employ the Protected Employee is within the scope of the Protected Trade and, if successful, would place them directly in competition to the Employer; and

(c). the offer or enticement to employ the Protected Employee is for a business, organisation, body or trader within the Protected Area; and

(d). this restriction shall apply for a period of ________ MONTH from the Date of Termination.

(e). for the avoidance of any doubt, this restriction shall not apply to any legitimate employment advertising campaign created by you, the Employee, which is publicly accessible and not solely targeted any Protected Employee specifically.

(IV). hold yourself out to any person, business, company, organisation or body within the Protected Area at any time after the Date of Termination to be formally associated with the Employer save for anything other than a former employee of the Employer.

(V). at any time after the Date of Termination:

(a). use Confidential Information for your own benefit or for the benefit of any other Protected Trade Connection or Competitor; or

(b). directly or indirectly disclose Confidential Information to any person (other than any person employed by the Employer whose province it is to have access to that Confidential Information) without explicit written permission of the Employer; and

(c). for the avoidance of doubt all confidentiality requirements contained within your Contract of Employment remain valid and applicable throughout your Employment and the terms of the Agreement do not alter such provisions.

(VI). act in any manner which places you in breach of the above covenants.

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5. Notices

It is recorded that:-

(I). you, the Employee, accept, understand and willingly agree to the above post-termination covenants; and

(II). you, the Employee, and we, the Employer, intend to create a binding legal agreement in the signing of the Agreement; and

(III). any breach to this agreement shall constitute a breach of contract for which the appropriate remedies may be sought; and

(IV). you, the Employee, are advised that you are entitled and are advised to seek independent legal advice in respect of the contents of the Agreement prior to the placing of your signature in the space provided below; and

(V). you, the Employee, hereby accept and agree that the above covenants shall form part of, and shall be read in conjunction with your Contract of Employment, a copy of which accompanies the Agreement.

Employee's signature:

Signed: _________________________

________

Dated: ________

Employer's signature:

Signed _________________________

________

signed as an authorised agent for a ________

Dated: ________