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Restrictive Covenants Shareholders Agreement
"I need a Restrictive Covenants Shareholders Agreement for my Dublin-based technology startup that will prevent our shareholders from competing within Ireland and the UK for 24 months after share disposal, with particular emphasis on protecting our AI technology and customer database."
1. Parties: Identifies all shareholders and the company as parties to the agreement
2. Background: Sets out the context of the agreement, including company details and purpose of the restrictions
3. Definitions and Interpretation: Defines key terms used throughout the agreement including 'Confidential Information', 'Business', 'Territory', and 'Restricted Period'
4. Duration and Scope: Specifies the temporal and geographical scope of the restrictions
5. Non-Competition Covenants: Details restrictions on competing business activities
6. Non-Solicitation of Customers: Restrictions on approaching or dealing with company customers
7. Non-Solicitation of Employees: Restrictions on hiring or attempting to hire company employees
8. Confidentiality Obligations: Provisions regarding the protection and non-disclosure of confidential information
9. Assignment and Transfer: Rules regarding the transfer of shares and associated restrictions
10. Enforcement and Remedies: Mechanisms for enforcing the restrictions and available remedies for breach
11. Severability: Provisions ensuring remainder of agreement remains valid if any part is found unenforceable
12. Governing Law and Jurisdiction: Confirms Irish law governs and specifies jurisdiction for disputes
1. Non-Dealing Covenants: Additional restrictions on dealing with customers/suppliers, used when stronger protection than non-solicitation is required
2. Garden Leave Provisions: Required when shareholders are also employees/directors, managing transition periods
3. Intellectual Property Rights: Additional provisions protecting company IP, used when shareholders have been involved in IP creation
4. Return of Company Property: Detailed provisions for return of materials, used when shareholders have access to significant company property
5. Consideration: Required when specific consideration is being provided for the restrictions beyond shareholding
6. Monitoring and Compliance: Additional provisions for monitoring adherence, used in cases of high-risk or sensitive industries
1. Schedule 1 - Details of Shareholders: List of all shareholders with their shareholdings and contact details
2. Schedule 2 - Restricted Territory: Detailed definition and/or maps of geographical areas covered by restrictions
3. Schedule 3 - Restricted Business Activities: Detailed description of prohibited business activities
4. Schedule 4 - Key Customers/Clients: List of protected customer relationships (if applicable)
5. Schedule 5 - Confidential Information Categories: Detailed categorization of what constitutes confidential information
6. Appendix A - Deed of Adherence: Template for new shareholders to agree to the restrictions
7. Appendix B - Acknowledgment Form: Form for periodic acknowledgment of ongoing compliance with restrictions
Authors
Technology
Professional Services
Financial Services
Healthcare
Manufacturing
Biotechnology
Consulting
Software Development
Research and Development
Retail
E-commerce
Digital Media
Pharmaceuticals
Legal
Human Resources
Executive Leadership
Corporate Governance
Compliance
Company Secretariat
Board of Directors
Investment Relations
Risk Management
Chief Executive Officer
Managing Director
Company Director
Chief Financial Officer
Chief Legal Officer
General Counsel
Corporate Lawyer
Company Secretary
Head of Human Resources
Chief Operations Officer
Business Development Director
Senior Partner
Founding Partner
Investment Director
Compliance Officer
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