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Supplier Non Compete Agreement Template for England and Wales

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Key Requirements PROMPT example:

Supplier Non Compete Agreement

"Need a Supplier Non Compete Agreement for our key manufacturing equipment supplier who has access to our proprietary processes, restricting them from working with competitors within a 100-mile radius for 2 years after our contract ends in March 2025."

Document background
A Supplier Non Compete Agreement is essential when a company needs to protect its business interests from potential competition from its suppliers. This document, governed by English and Welsh law, is commonly used when suppliers have access to sensitive information, unique processes, or strategic business knowledge. The agreement sets out specific restrictions on the supplier's activities, including temporal and geographic limitations, while ensuring compliance with competition law and maintaining reasonableness in restrictions. It's particularly relevant when suppliers could potentially become competitors or when they have access to confidential information that could be used competitively.
Suggested Sections

1. Parties: Identifies the contracting parties and their registered details

2. Background: Sets out the context and purpose of the agreement

3. Definitions: Defines key terms used throughout the agreement

4. Scope of Restrictions: Details the specific activities that are prohibited

5. Duration: Specifies the time period for which restrictions apply

6. Geographic Scope: Defines the territorial limits of the restrictions

7. Consideration: States the consideration provided for the restrictions

8. Confidentiality: Provisions regarding confidential information

9. Governing Law and Jurisdiction: Specifies applicable law and courts

Optional Sections

1. Assignment: Rights to transfer the agreement - include when transfer rights need to be specifically addressed

2. Severability: Provisions for partial invalidity - include when specific clauses might need to be severed while maintaining the rest

3. Non-Solicitation: Restrictions on approaching customers/employees - include when protection against poaching is required

4. Remedies: Specific remedies for breach - include when specific enforcement mechanisms are needed

Suggested Schedules

1. Schedule 1 - Restricted Activities: Detailed list of specific activities prohibited

2. Schedule 2 - Restricted Territory: Detailed definition of geographic restrictions

3. Schedule 3 - Restricted Customers: List of specific customers covered by restrictions

4. Schedule 4 - Restricted Products/Services: Detailed description of products/services covered

Authors

Alex Denne

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

Relevant legal definitions

















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Relevant Industries
Relevant Teams
Relevant Roles
Industries

Competition Act 1998: Primary UK legislation governing competition law that prohibits anti-competitive agreements and abuse of dominant market positions

Enterprise Act 2002: UK legislation that provides the framework for merger control and market investigations in competition matters

Article 101 TFEU: European Union legislation prohibiting anti-competitive agreements, which remains relevant as retained EU law post-Brexit

Unfair Contract Terms Act 1977: UK legislation that restricts how far civil liability for breach of contract can be avoided using contract terms

Contracts (Rights of Third Parties) Act 1999: UK legislation governing how third parties may enforce terms of contracts

Restraint of Trade Doctrine: Common law principle requiring that restrictive covenants must be reasonable in duration, geographic scope, and scope of prohibited activities

Legitimate Business Interest Requirement: Legal principle requiring that non-compete restrictions must protect a legitimate business interest rather than simply prevent competition

Reasonableness Test: Legal requirement that restrictions must be no wider than necessary in terms of duration, geographic scope, and scope of activities

Consideration Principle: Contract law requirement that adequate consideration must be provided for non-compete restrictions, especially in post-contractual agreements

Public Interest Balance: Legal principle requiring balance between protecting business interests and maintaining free competition in the public interest

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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