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Restrictive Covenants Shareholders Agreement Template for Ireland

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Key Requirements PROMPT example:

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."

Document background
The Restrictive Covenants Shareholders Agreement is a crucial document for Irish companies seeking to protect their business interests, intellectual property, and competitive advantage. It is particularly relevant when companies have shareholders who may have access to sensitive information or could potentially compete with the business. The agreement, structured within the framework of Irish company law and competition regulations, typically includes provisions for non-competition, non-solicitation of customers and employees, and confidentiality obligations. It is commonly used in scenarios involving share transfers, company sales, or when bringing in new shareholders, especially in knowledge-intensive industries or when shareholders have significant access to company resources and information. The document must be carefully drafted to ensure enforceability under Irish law, with reasonable temporal and geographical restrictions.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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





































Clauses































Relevant Industries

Technology

Professional Services

Financial Services

Healthcare

Manufacturing

Biotechnology

Consulting

Software Development

Research and Development

Retail

E-commerce

Digital Media

Pharmaceuticals

Relevant Teams

Legal

Human Resources

Executive Leadership

Corporate Governance

Compliance

Company Secretariat

Board of Directors

Investment Relations

Risk Management

Relevant Roles

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

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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