This is an agreement between a Company that wishes to appoint a Contractor to provide services to its clients and wishes the Contractor to sign up to a ‘non-solicitation clause’ and ‘non-compete clause’. This agreement contains a confidentiality clause (i.e. the Contractor will not disclose the Company’s confidential information to others), a non-solicitation clause (i.e. the Contractor will not solicit business from the Company’s clients) and a non-compete clause (i.e. the Contractor will not do work for the Company’s competitors). This agreement does not provide detailed clauses setting out how the services will be provided (e.g. the standards that the Contractor must meet, the fees that the Contractor will be paid or the payment terms) – it is simply a “Non-competition & non-solicitation agreement”.
1. Business activities: This clause makes the contract legally binding as a contract between the Company and the Contractor.
2. Confidential Information: The Contractor must keep confidential the information about the Company’s clients, business practices or materials that it learns while providing the services.
3. Non-Solicitation: The Contractor shall not “solicit the custom of or enter into a direct contractual relationship” with any of the Company’s clients. The restriction applies both during the term of the Agreement and for 12 months after it ends. The 12 month restriction is designed to be enough to protect the Company’s business interests but not too wide to be unenforceable.
4. Non-Competition: The Contractor shall not provide services to any other organisation (e.g. a competitor of the Company) that is “substantially similar to or the same as the Company” within a 15 mile radius of the Company’s registered office. This restriction applies both during the term of the Agreement and for 12 months after it ends. As above, the 12 month restriction is designed to be just enough, but not too much.
5. Enforcement: The Company may wish to enforce the agreement via an injunction rather than just claiming damages in the end of a breach.
6. Indemnity: The Company will wish to recover all of its costs in the event of a breach by the Contractor.
7. Entire Agreement: This clause is designed to ensure that any other confidentiality clauses or contractual restriction clauses that may be in place between the parties (e.g. in an agreement that provides detailed clauses setting out how the services will be provided) do not cut across or restrict the effect of this Agreement.
The agreement should be signed by both parties. The parties should also date the agreement at the top after they have finished signing and witnessing the agreement.