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Non Solicitation Agreement For Independent Contractors for Canada

Non Solicitation Agreement For Independent Contractors Template for Canada

A Canadian Non-Solicitation Agreement for Independent Contractors is a legal document that restricts independent contractors from soliciting the company's clients, employees, or suppliers for a specified period during and after their engagement. The agreement must comply with Canadian federal and provincial laws, including competition laws and common law principles regarding reasonable restraint of trade. It establishes clear boundaries while maintaining the independent contractor relationship, defining specific prohibited activities, geographical limitations, and duration of restrictions, all while ensuring enforceability under Canadian jurisdiction.

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What is a Non Solicitation Agreement For Independent Contractors?

The Non-Solicitation Agreement For Independent Contractors is essential for Canadian businesses engaging external professionals while protecting their legitimate business interests. This document becomes particularly relevant when independent contractors have access to client relationships, sensitive business information, or key personnel. It must be carefully drafted to comply with Canadian federal and provincial laws, ensuring restrictions are reasonable in scope, duration, and geographic reach. The agreement typically includes specific definitions of prohibited activities, clear temporal and geographical boundaries, and explicit acknowledgment of the independent contractor relationship to avoid misclassification issues. Companies should implement this agreement before the contractor begins their engagement to ensure maximum enforceability and protection.

What sections should be included in a Non Solicitation Agreement For Independent Contractors?

1. Parties: Identifies and defines the contracting parties - the company and the independent contractor

2. Background: Establishes the context of the agreement, nature of the business, and the independent contractor relationship

3. Definitions: Defines key terms including 'Customers', 'Prospects', 'Solicitation', 'Confidential Information', and other relevant terms

4. Term and Duration: Specifies when the non-solicitation obligations begin and their duration after contract termination

5. Scope of Non-Solicitation: Details the specific activities prohibited, including customer, employee, and supplier non-solicitation provisions

6. Geographic Scope: Defines the geographical boundaries where the non-solicitation restrictions apply

7. Independent Contractor Status: Confirms the independent contractor relationship and disclaims any employment relationship

8. Consideration: Specifies the consideration provided in exchange for the non-solicitation commitments

9. Acknowledgments: Contractor's acknowledgment of the reasonableness of restrictions and potential harm to the company

10. Remedies: Outlines available remedies for breach, including injunctive relief and damages

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

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

1. Non-Competition: Additional restrictions on competitive activities, used when broader protection is necessary and reasonable

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

3. Return of Property: Provisions for returning company property and materials, used when contractor has access to physical or digital assets

4. Survival: Specifies which provisions survive termination, used when different obligations have different durations

5. Assignment: Restrictions on assignment of rights and obligations, used when transfer of rights is a concern

6. Alternative Dispute Resolution: Mediation or arbitration provisions, used when parties prefer alternative dispute resolution to litigation

What schedules should be included in a Non Solicitation Agreement For Independent Contractors?

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

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

3. Schedule C - Territory: Detailed description of the geographic territory where restrictions apply

4. Schedule D - Contractor Services: Description of services provided by the contractor to establish context of relationships

5. Appendix 1 - Consideration Details: Detailed breakdown of any special consideration provided for the non-solicitation commitments

Authors

Alex Denne

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

Jurisdiction

Canada

Publisher

Ƶ

Cost

Free to use
Relevant legal definitions



























Clauses
























Relevant Industries

Technology

Professional Services

Consulting

Healthcare

Financial Services

Marketing and Advertising

Software Development

Engineering

Construction

Education and Training

Business Services

Creative Industries

Relevant Teams

Legal

Human Resources

Procurement

Operations

Business Development

Client Services

Project Management Office

Information Technology

Finance

Risk Management

Relevant Roles

Independent Consultant

Freelance Developer

Contract Project Manager

External Advisor

Temporary Professional

Freelance Designer

Contract Sales Representative

Independent Marketing Consultant

Contract Business Analyst

External HR Consultant

Freelance Content Creator

Contract Research Analyst

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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