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Non Compete Shareholders Agreement

Non Compete Shareholders Agreement Template for Switzerland

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Key Requirements PROMPT example:

Non Compete Shareholders Agreement

"I need a Non-Compete Shareholders Agreement under Swiss law for a technology startup with 5 founding shareholders, including specific restrictions on working with competitors in the AI and machine learning sector within Switzerland and Germany for 3 years after share disposal."

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Document background
A Non-Compete Shareholders Agreement is essential in Swiss corporate governance where shareholders, particularly those with significant holdings or management roles, have access to sensitive business information and could potentially compete with the company. This document, governed by Swiss law, establishes legally enforceable restrictions on competitive activities while balancing the constitutional right to economic freedom. It's commonly used in company formations, corporate restructurings, or when new shareholders join, particularly in knowledge-intensive industries. The agreement typically includes detailed provisions on scope, duration, and geographical limitations of non-compete obligations, enforcement mechanisms, and remedies for breach, all structured to comply with Swiss legal requirements including the Code of Obligations and competition laws.
Suggested Sections

1. Parties: Identification of all shareholders and the company

2. Background: Context of the agreement, including company information and purpose of the non-compete provisions

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

4. Scope of Non-Compete: Detailed description of prohibited activities and geographical limitations

5. Duration: Time period for non-compete obligations, including triggers for commencement and termination

6. Consideration: Compensation or benefits provided in exchange for non-compete obligations

7. Confidentiality Obligations: Protection of company secrets and confidential information

8. Enforcement and Penalties: Consequences of breach and contractual penalties (Konventionalstrafe)

9. Assignment and Transfer: Rules regarding transfer of shares and corresponding obligations

10. Notices: Communication procedures between parties

11. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction for disputes

12. Severability: Provisions for maintaining validity if parts are found unenforceable

13. Entire Agreement: Integration clause and relationship to other shareholder agreements

Optional Sections

1. Non-Solicitation: Additional restrictions on soliciting employees, customers, or suppliers - used when business relationships need specific protection

2. Garden Leave: Provisions for paid leave period before competing - relevant when shareholders are also employees

3. Monitoring and Reporting: Mechanisms to verify compliance - used in cases with higher risk of violation

4. Dispute Resolution: Alternative dispute resolution procedures - included when parties prefer arbitration over court proceedings

5. Tag-Along Rights: Rights of minority shareholders to join in share sales - relevant for closely held companies

6. Drag-Along Rights: Rights to force minority shareholders to join in share sales - relevant for exit scenarios

7. Corporate Governance: Additional provisions regarding company management - relevant when shareholders have management roles

Suggested Schedules

1. Schedule 1 - Shareholder Details: List of shareholders with their shareholdings and contact information

2. Schedule 2 - Restricted Territory: Detailed definition of geographical areas covered by non-compete

3. Schedule 3 - Competitive Business Activities: Detailed list of prohibited business activities

4. Schedule 4 - Consideration Details: Breakdown of any financial compensation for non-compete obligations

5. Schedule 5 - Existing Business Interests: Declaration of shareholders' current business interests that are excluded from restrictions

6. Appendix A - Form of Deed of Adherence: Template for new shareholders to join the agreement

7. Appendix B - Confidentiality Agreement: Detailed confidentiality terms and procedures

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

Financial Services

Professional Services

Manufacturing

Healthcare

Biotechnology

Consulting

Software Development

Industrial Engineering

Pharmaceuticals

Consumer Goods

E-commerce

Media and Entertainment

Telecommunications

Relevant Teams

Legal

Corporate Secretariat

Executive Leadership

Board of Directors

Compliance

Human Resources

Corporate Development

Mergers & Acquisitions

Strategy

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Managing Director

Board Member

Company Secretary

General Counsel

Legal Director

Chief Operating Officer

Head of Strategy

Business Development Director

Chief Technology Officer

Senior Partner

Founding Partner

VP of Operations

Chief Commercial 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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