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Non Compete Clause In Shareholders Agreement
"I need a Non Compete Clause In Shareholders Agreement for a Swiss biotech startup with three founding shareholders who are all active in management, with restrictions extending to March 2025 and covering Western Europe, particularly focused on protecting our RNA research technology and customer relationships."
1. Parties: Identification of all shareholders and the company subject to the agreement
2. Background: Context of the agreement, including company details and purpose of the non-compete provisions
3. Definitions: Key terms used in the agreement, including 'Competitive Activity', 'Territory', and 'Confidential Information'
4. Scope of Non-Compete: Detailed description of prohibited competitive activities and business areas
5. Duration: Time period for which the non-compete obligations remain in force
6. Geographic Scope: Specific territories where the non-compete restrictions apply
7. Consideration: Compensation or consideration provided in exchange for the non-compete obligations
8. Exceptions: Permitted activities and circumstances where restrictions don't apply
9. Enforcement: Mechanisms for enforcing the non-compete provisions, including remedies for breach
10. Severability: Provisions ensuring remainder of agreement remains valid if any part is found unenforceable
11. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction for disputes
1. Post-Exit Obligations: Specific provisions applying after a shareholder exits the company
2. Carve-outs for Existing Businesses: Exceptions for pre-existing business interests of shareholders
3. Special Provisions for Management Shareholders: Additional obligations for shareholders who are also managers
4. Garden Leave: Provisions for paid non-compete period after active involvement ends
5. Assignment and Transfer: Rules regarding transfer of non-compete obligations in case of share transfers
6. Monitoring and Reporting: Procedures for monitoring compliance with non-compete obligations
1. Schedule 1 - Restricted Territory: Detailed map or list of geographic areas covered by non-compete
2. Schedule 2 - Restricted Business Activities: Comprehensive list of specific prohibited business activities
3. Schedule 3 - Existing Business Interests: Declaration of shareholders' current business interests that are excluded
4. Schedule 4 - Consideration Details: Specific terms of compensation or consideration for non-compete obligations
5. Appendix A - Compliance Certificate: Template for periodic certification of compliance with non-compete obligations
Authors
Technology
Financial Services
Professional Services
Manufacturing
Pharmaceuticals
Biotechnology
Software Development
Consulting
Research and Development
Healthcare
Industrial Technology
Intellectual Property-Intensive Industries
Legal
Corporate Governance
Executive Leadership
Board of Directors
Compliance
Corporate Secretariat
Shareholder Relations
Business Development
Risk Management
Strategy
Chief Executive Officer
Chief Legal Officer
General Counsel
Corporate Secretary
Legal Director
Corporate Lawyer
Managing Director
Board Member
Chief Financial Officer
Head of Compliance
Investment Director
Shareholder Relations Manager
Corporate Governance Officer
Business Development Director
Chief Operating Officer
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