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Vendor Non Solicitation Agreement

Vendor Non Solicitation Agreement Template for Canada

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Key Requirements PROMPT example:

Vendor Non Solicitation Agreement

"I need a Vendor Non-Solicitation Agreement for my software development company based in Ontario, protecting our client relationships with major financial institutions, with a two-year restriction period starting March 2025 and covering all Canadian provinces where we operate."

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Document background
The Vendor Non-Solicitation Agreement is a critical legal document used in Canadian business relationships to protect a company's valuable business connections and relationships from vendor interference. This document becomes necessary when engaging with vendors who will have access to customer information, business relationships, or other sensitive business contacts through their service provision. It typically includes specific provisions about prohibited solicitation activities, temporal and geographical restrictions, and enforcement mechanisms, all structured to comply with Canadian federal and provincial laws. The agreement is particularly important in situations where vendors might be tempted to directly approach a company's customers or business partners for their own benefit, and it provides legal recourse if such solicitation occurs.
Suggested Sections

1. Parties: Identification of the contracting parties, including full legal names and addresses

2. Background: Context of the vendor relationship and purpose of the non-solicitation agreement

3. Definitions: Key terms including 'Confidential Information', 'Vendor', 'Protected Relationships', 'Solicitation'

4. Scope of Non-Solicitation: Clear delineation of what activities are prohibited, including specific types of solicitation covered

5. Duration: Time period for which the non-solicitation obligations will remain in effect

6. Geographic Scope: Territorial limits of the non-solicitation obligations

7. Acknowledgments: Vendor's acknowledgment of the reasonableness of restrictions and receipt of consideration

8. Exceptions: Permitted activities that won't constitute solicitation

9. Remedies: Available remedies in case of breach, including injunctive relief and damages

10. Governing Law: Specification of Canadian law and jurisdiction

11. General Provisions: Standard contract clauses including severability, entire agreement, and amendments

Optional Sections

1. Consideration: Specific section detailing the consideration provided, used when the agreement is standalone rather than part of a larger contract

2. Confidentiality Obligations: Additional provisions regarding confidential information, used when not covered in a separate agreement

3. Assignment: Terms regarding the ability to assign rights and obligations, included when transfer rights are important

4. Survival: Specific provisions about which obligations survive termination, used in more complex relationships

5. Alternative Dispute Resolution: Mediation or arbitration procedures, included when parties prefer alternative dispute resolution

6. Related Company Provisions: Extended provisions covering affiliated companies, used when dealing with corporate groups

Suggested Schedules

1. Schedule A - Protected Relationships: Detailed list of specific customers, suppliers, or business relationships covered by the agreement

2. Schedule B - Prohibited Activities: Detailed description of specific activities considered as solicitation

3. Schedule C - Excluded Relationships: List of any pre-existing relationships or exceptions to the non-solicitation obligations

4. Schedule D - Consideration Details: Detailed breakdown of any consideration provided, if applicable

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

























Clauses

























Relevant Industries

Technology

Manufacturing

Professional Services

Retail

Distribution

Healthcare

Financial Services

Construction

Consulting

Software Development

Telecommunications

Industrial Services

Relevant Teams

Legal

Procurement

Vendor Management

Supply Chain

Business Development

Commercial Operations

Risk & Compliance

Contract Administration

Relevant Roles

Chief Procurement Officer

Procurement Manager

Legal Counsel

Contract Manager

Vendor Relations Manager

Supply Chain Director

Business Development Manager

Commercial Director

Chief Legal Officer

Operations Manager

Risk Manager

Compliance Officer

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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