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Vendor Non Solicitation Agreement
"I need a Vendor Non-Solicitation Agreement for my technology consulting company based in Sydney, protecting our relationships with key software suppliers across Australia and New Zealand, with a focus on preventing our contractors from poaching our vendor relationships for 24 months after their engagement ends."
1. Parties: Identifies and defines the contracting parties, including their legal names, ABNs, and registered addresses
2. Background: Sets out the context of the agreement, including the business relationship between the parties and the purpose of the non-solicitation provisions
3. Definitions: Defines key terms used throughout the agreement, including 'Vendor', 'Solicitation', 'Confidential Information', and 'Restricted Period'
4. Non-Solicitation Obligations: Details the specific prohibited activities regarding vendor solicitation, including direct and indirect approaches
5. Duration and Territory: Specifies the time period and geographical area where the non-solicitation obligations apply
6. Exceptions and Permitted Activities: Outlines circumstances where contact with vendors is permitted, such as general advertising or pre-existing relationships
7. Confidentiality: Addresses the handling and protection of confidential information related to vendor relationships
8. Breach and Remedies: Specifies the consequences of breaching the agreement and available remedies, including injunctive relief
9. General Provisions: Standard contract clauses including governing law, entire agreement, severability, and amendment procedures
1. Independent Contractor Relationship: Clarifies that the agreement does not create an employment or agency relationship - include when the parties have an ongoing business relationship
2. Assignment and Succession: Addresses the ability to transfer rights under the agreement - include when dealing with larger organizations or potential M&A scenarios
3. Dispute Resolution: Details the process for resolving disputes, including mediation or arbitration - include for high-value or complex relationships
4. Reporting and Compliance: Establishes mechanisms for monitoring compliance - include when there's a high risk of breach or complex vendor relationships
5. Insurance Requirements: Specifies required insurance coverage - include when vendor relationships involve significant financial risks
6. Survival Clause: Identifies which provisions survive termination - include when there are long-term confidentiality or non-solicitation obligations
1. Schedule A - Protected Vendors: List of specific vendors covered by the non-solicitation provisions, including their contact details and nature of relationship
2. Schedule B - Restricted Activities: Detailed description of prohibited solicitation activities and communication methods
3. Schedule C - Territorial Restrictions: Specific geographical areas where the non-solicitation obligations apply, with maps or descriptions if necessary
4. Appendix 1 - Notice Requirements: Forms and procedures for any required notifications under the agreement
5. Appendix 2 - Compliance Certification: Template for periodic certification of compliance with the agreement's terms
Authors
Manufacturing
Technology
Professional Services
Retail
Wholesale Distribution
Construction
Healthcare
Logistics and Supply Chain
Financial Services
Consulting
Information Technology
Telecommunications
Procurement
Supply Chain
Operations
Legal
Commercial
Vendor Management
Purchasing
Contract Management
Business Development
Finance
Procurement Manager
Supply Chain Director
Chief Operating Officer
Vendor Relations Manager
Purchasing Manager
Operations Director
Contract Manager
Business Development Manager
Commercial Director
Chief Financial Officer
Legal Counsel
Procurement Officer
Supply Chain Manager
Vendor Management Specialist
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