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Non Compete Shareholders Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Non Compete Shareholders Agreement

"Need a Non Compete Shareholders Agreement for our Dubai-based tech startup with three founding shareholders, incorporating specific restrictions on competing software development activities within the GCC region and a 24-month non-compete period starting January 2025."

Document background
The Non-Compete Shareholders Agreement is a crucial document used in the United Arab Emirates to protect company interests and maintain fair competition among shareholders. It becomes particularly relevant during company formation, investment rounds, or when new shareholders join an existing business. The agreement, governed by UAE law, specifically addresses the unique requirements of the UAE business environment and legal framework, including compliance with Federal Law No. 32 of 2021 (Commercial Companies Law) and related regulations. This document typically includes detailed provisions on restricted activities, geographical limitations, confidentiality obligations, and enforcement mechanisms, while ensuring alignment with UAE competition laws and commercial practices. The agreement is essential for businesses seeking to protect their interests while maintaining valid and enforceable restrictions on shareholder activities.
Suggested Sections

1. Parties: Identification of all shareholders and the company, including full legal names and registration details

2. Background: Context of the agreement, including company business description and purpose of the non-compete provisions

3. Definitions and Interpretation: Key terms including 'Confidential Information', 'Competing Business', 'Restricted Territory', 'Restricted Period'

4. Non-Compete Obligations: Detailed restrictions on competing activities, geographical scope, and duration

5. Shareholding Provisions: Details of shareholding structure, share classes, and rights attached to shares

6. Transfer Restrictions: Limitations on share transfers and required procedures

7. Confidentiality Obligations: Protection of company and shareholder confidential information

8. Duration and Territory: Specific timeframes and geographical scope of restrictions

9. Enforcement and Remedies: Legal mechanisms for enforcing the agreement, including injunctive relief

10. Severability: Provisions ensuring partial validity if certain clauses are found unenforceable

11. Governing Law and Jurisdiction: Specification of UAE law and relevant courts

12. Execution: Signature blocks and execution requirements

Optional Sections

1. Tag-Along Rights: Optional provisions giving minority shareholders the right to join in sale of shares by majority shareholders

2. Drag-Along Rights: Optional provisions allowing majority shareholders to force minority shareholders to join in sale of shares

3. Put and Call Options: Optional share purchase rights in specific circumstances

4. Non-Solicitation of Employees: Additional restrictions on hiring company employees, if not covered in main non-compete provisions

5. Dispute Resolution: Alternative dispute resolution mechanisms such as arbitration or mediation

6. Garden Leave: Provisions for transition period when shareholder exits the business

7. Digital Assets and Social Media: Restrictions regarding online business activities and social media presence

Suggested Schedules

1. Schedule 1 - Shareholder Details: Complete list of shareholders with their respective shareholdings and contact details

2. Schedule 2 - Restricted Activities: Detailed description of prohibited business activities and competitors

3. Schedule 3 - Restricted Territory: Maps or detailed description of geographical areas where restrictions apply

4. Schedule 4 - Company Information: Detailed company information including registration details, licenses, and business activities

5. Schedule 5 - Competing Businesses: List of specific competitors or competing business types

6. Appendix A - Share Transfer Procedures: Detailed procedures for implementing share transfers

7. Appendix B - Valuation Methodology: Agreed methods for valuing shares in case of transfers or exits

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions




































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Relevant Industries

Technology

Professional Services

Healthcare

Manufacturing

Financial Services

Retail and E-commerce

Consulting

Real Estate

Media and Entertainment

Education and Training

Telecommunications

Biotechnology

Engineering Services

Food and Beverage

Software Development

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Board of Directors

Compliance

Finance

Corporate Strategy

Business Development

Investment

Risk Management

Company Secretariat

Mergers and Acquisitions

Relevant Roles

Chief Executive Officer

Managing Director

Chief Legal Officer

General Counsel

Corporate Lawyer

Business Development Director

Chief Financial Officer

Company Secretary

Compliance Officer

Board Director

Investment Manager

Venture Capital Partner

Private Equity Manager

Founding Partner

Executive Director

Chief Operating Officer

Head of Strategy

Corporate Governance Manager

Industries






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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