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Non Solicitation Agreement for Canada

Non Solicitation Agreement Template for Canada

A Non-Solicitation Agreement under Canadian law is a legally binding document that restricts one party from soliciting employees, clients, customers, or business relationships from another party for a specified period and within a defined geographic area. The agreement must comply with Canadian federal and provincial legislation, including employment standards and competition laws, and must be reasonable in scope, duration, and geographic reach to be enforceable. This document is particularly important in protecting legitimate business interests while balancing individual rights to earn a livelihood and ensuring compliance with Canadian common law principles regarding restrictive covenants.

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What is a Non Solicitation Agreement?

The Non-Solicitation Agreement serves as a crucial business protection tool in the Canadian legal landscape, commonly used when employees, contractors, or business partners have access to valuable client relationships, employee information, or business connections. This document is essential when there's a legitimate business interest to protect, such as customer lists, employee relationships, or other business connections. It must be drafted in compliance with Canadian federal and provincial laws, including the Competition Act and relevant employment standards legislation. The agreement typically includes specific restrictions on soliciting employees, clients, or business relationships, defined temporal and geographic limitations, and must be reasonable to be enforceable under Canadian common law. It's particularly relevant in business sales, employment terminations, contractor engagements, and partnership dissolutions where protecting business relationships is paramount.

What sections should be included in a Non Solicitation Agreement?

1. Parties: Identifies all parties to the agreement, including full legal names and addresses

2. Background: Establishes the context of the agreement, relationship between parties, and legitimate business interests being protected

3. Definitions: Defines key terms used throughout the agreement, including 'solicitation', 'confidential information', 'customer', 'employee', and 'business relationship'

4. Scope of Non-Solicitation: Clearly outlines what activities are prohibited, including customer, employee, and business relationship non-solicitation obligations

5. Duration: Specifies the time period during which the non-solicitation obligations will remain in effect

6. Geographic Area: Defines the territorial scope where the non-solicitation restrictions apply

7. Acknowledgments: Contains statements from the restricted party acknowledging the reasonableness of restrictions and receipt of consideration

8. Consideration: Specifies what the restricted party receives in exchange for their non-solicitation commitments

9. Remedies: Outlines the consequences of breach, including injunctive relief and damages

10. Severability: Ensures that if any provision is found invalid, the remainder of the agreement remains enforceable

11. Governing Law: Specifies that Canadian law governs the agreement and identifies the relevant province/territory

12. Entire Agreement: Confirms that the document represents the complete agreement between parties

13. Execution: Signature blocks and execution requirements

What sections are optional to include in a Non Solicitation Agreement?

1. Non-Compete Obligations: Additional restrictions on competitive activities, used when broader protection is required and can be justified

2. Confidentiality Provisions: Detailed confidentiality obligations, used when not covered in a separate agreement

3. Assignment: Terms regarding the ability to assign rights under the agreement, used when transfer rights are important

4. Survival: Specifies which provisions survive termination, used when certain obligations should continue

5. Return of Property: Requirements for returning company property, used when the restricted party has access to physical or digital assets

6. Independent Legal Advice: Acknowledgment of receiving or waiving independent legal advice, used when there's significant power imbalance

7. Alternative Dispute Resolution: Mediation or arbitration procedures, used when parties prefer to avoid court litigation

8. Notice Provisions: Detailed requirements for giving notice, used in more formal or complex relationships

What schedules should be included in a Non Solicitation Agreement?

1. Schedule A - Protected Customers: List of specific customers or customer categories covered by the non-solicitation provisions

2. Schedule B - Protected Employees: Categories or list of employees covered by non-solicitation provisions

3. Schedule C - Restricted Business Activities: Detailed description of business activities subject to non-solicitation

4. Schedule D - Geographic Territories: Detailed maps or descriptions of restricted geographic areas

5. Schedule E - Consideration Details: Breakdown of consideration provided, including any payment terms or conditions

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Canada

Publisher

Ƶ

Document Type

Agreement Contract

Cost

Free to use

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