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Non Compete Shareholders Agreement

Non Compete Shareholders Agreement Template for Canada

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Key Requirements PROMPT example:

Non Compete Shareholders Agreement

"Need a Non-Compete Shareholders Agreement for a Canadian technology startup based in Ontario, with specific focus on protecting our AI intellectual property and preventing shareholders from starting competing ventures within North America for 2 years after share disposal."

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Document background
The Non-Compete Shareholders Agreement is a crucial document for Canadian businesses seeking to protect their competitive interests and maintain shareholder alignment. It is particularly relevant when shareholders have access to sensitive information or could potentially compete with the company. The agreement must comply with Canadian federal and provincial legislation, including the Competition Act and provincial securities laws. It typically includes detailed provisions on non-compete obligations, confidentiality requirements, share transfer restrictions, and enforcement mechanisms. This document is especially important during company formations, shareholder exits, or when bringing in new shareholders who may have competing interests. The agreement must balance the legitimate business interests of the company with reasonable restrictions that would be enforceable under Canadian law.
Suggested Sections

1. Parties: Identification of all shareholders and the corporation entering into the agreement

2. Background: Context of the agreement, including company information and purpose of the restrictions

3. Definitions: Key terms used throughout the agreement, including 'Confidential Information', 'Competitive Business', 'Territory', etc.

4. Non-Compete Obligations: Core restrictions on competitive activities, including scope, duration, and geographic limitations

5. Non-Solicitation Provisions: Restrictions on soliciting employees, customers, suppliers, and other business relationships

6. Confidentiality Obligations: Protection of confidential information and trade secrets

7. Share Ownership and Transfer Restrictions: Rules governing ownership, transfer, and disposition of shares

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

9. Enforcement and Remedies: Rights and remedies in case of breach, including injunctive relief

10. General Provisions: Standard clauses including governing law, severability, amendment procedures, and notices

Optional Sections

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

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

3. Put and Call Options: Optional mechanisms for forced share purchases in specific circumstances

4. Management Provisions: Optional section detailing management participation rights when shareholders are also managers

5. Dispute Resolution: Optional detailed alternative dispute resolution procedures

6. Non-Competition Exception Scenarios: Optional carve-outs for specific permitted activities or investments

7. Garden Leave: Optional provisions for paid leave during non-compete period if shareholders are also employees

Suggested Schedules

1. Schedule A - Shareholder Information: Details of all shareholders, including share classes and numbers held

2. Schedule B - Restricted Territory: Detailed description or map of geographical areas covered by non-compete

3. Schedule C - Competitive Business Definition: Detailed description of restricted business activities

4. Schedule D - Confidential Information: Specific categories and examples of confidential information

5. Schedule E - Permitted Activities: List of specifically permitted activities or investments

6. Schedule F - Share Valuation Methodology: Agreed method for valuing shares for transfer purposes

7. Appendix 1 - Deed of Adherence: Form for new shareholders to sign agreeing to be bound by the agreement

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

alex.den.21@genieai.co
Relevant legal definitions




































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Relevant Industries

Technology

Professional Services

Manufacturing

Healthcare

Financial Services

Consulting

Research & Development

Retail

Software Development

Biotechnology

Engineering

Media and Entertainment

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Board of Directors

Shareholder Relations

Compliance

Corporate Development

Investment Relations

Company Secretariat

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Board Member

Managing Director

Senior Partner

Business Development Director

Chief Technology Officer

Chief Operating Officer

Shareholder Relations Manager

Corporate Lawyer

Investment Manager

Company Director

Founder

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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