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Non Compete Non Solicitation Agreement Template for Canada

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Key Requirements PROMPT example:

Non Compete Non Solicitation Agreement

"I need a Non Compete Non Solicitation Agreement under Canadian law for a senior software developer who will have access to our proprietary AI algorithms and client relationships, with a focus on protecting our intellectual property and customer base in Ontario and British Columbia."

Document background
This document is utilized when an organization needs to protect its legitimate business interests by preventing former employees or contractors from engaging in competitive activities or soliciting employees, customers, or clients. A Non-Compete Non-Solicitation Agreement is particularly crucial for roles involving access to sensitive information, key client relationships, or specialized knowledge. Under Canadian law, these agreements must be carefully drafted to ensure enforceability, as courts generally favor an employee's right to earn a living over overly broad restrictions. The agreement typically specifies the duration of restrictions, geographic scope, prohibited activities, and clearly defines what constitutes competition and solicitation. It's commonly used during hiring, promotions, or business acquisitions, and must be supported by valid consideration to be enforceable.
Suggested Sections

1. Parties: Identification of the employer/company and the individual bound by the agreement

2. Background: Context of the agreement, including the nature of the relationship between parties and legitimate business interests being protected

3. Definitions: Key terms including 'Confidential Information', 'Competitive Business', 'Territory', 'Restricted Period', 'Customer', 'Prospect', and 'Solicitation'

4. Non-Competition Obligations: Specific restrictions on competing activities, including scope of prohibited activities, geographic limitations, and duration

5. Non-Solicitation of Customers: Restrictions on approaching or dealing with customers or prospects of the company

6. Non-Solicitation of Employees: Restrictions on recruiting or hiring company employees

7. Acknowledgments: Statements confirming the reasonableness of restrictions and receipt of consideration

8. Independent Legal Advice: Confirmation that the individual had the opportunity to seek independent legal advice

9. Survival: Provisions specifying which obligations continue after employment/relationship termination

10. Remedies: Available remedies in case of breach, including injunctive relief

11. General Provisions: Standard clauses including governing law, severability, and entire agreement

Optional Sections

1. Garden Leave: Optional section for agreements where paid leave may be required during notice period - typically used for senior executives

2. Consideration: Separate section detailing specific consideration provided, needed when agreement is signed after initial employment

3. International Provisions: Additional provisions for agreements covering multiple jurisdictions

4. Assignment Rights: Section allowing transfer of agreement rights in case of company sale/merger

5. Return of Property: Detailed provisions regarding return of company property - particularly relevant for senior positions

6. Conflict Resolution: Alternative dispute resolution procedures - useful for high-value agreements

Suggested Schedules

1. Schedule A - Restricted Territory: Detailed description or map of geographic areas where restrictions apply

2. Schedule B - Competitive Business Definition: Detailed list of specific competing businesses or business types

3. Schedule C - Protected Customers: List of specific customers or customer categories covered by non-solicitation provisions

4. Appendix 1 - Consideration Details: Details of any special consideration or compensation provided in exchange for the restrictions

Authors

Alex Denne

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

Relevant legal definitions

























Clauses


























Relevant Industries

Technology

Professional Services

Financial Services

Healthcare

Manufacturing

Retail

Consulting

Pharmaceuticals

Engineering

Software Development

Sales

Telecommunications

Research and Development

Biotechnology

Relevant Teams

Human Resources

Legal

Sales

Business Development

Research and Development

Executive Leadership

Product Development

Client Services

Engineering

Professional Services

Information Technology

Finance

Relevant Roles

Chief Executive Officer

Chief Technology Officer

Sales Director

Account Manager

Senior Software Developer

Research Scientist

Business Development Manager

Senior Consultant

Regional Manager

Product Manager

Technical Lead

Senior Engineer

Client Relations Manager

Senior Financial Advisor

Department Head

Vice President

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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