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Vendor Non Compete Agreement Template for Netherlands

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Key Requirements PROMPT example:

Vendor Non Compete Agreement

"I need a Vendor Non-Compete Agreement for a software development contractor based in Amsterdam who will have access to our proprietary code and customer data, with restrictions covering the Benelux region and a duration until March 2025."

Document background
The Vendor Non Compete Agreement is utilized when a company needs to protect its legitimate business interests while engaging with vendors who may gain access to sensitive information, trade secrets, or strategic advantages. This document, governed by Dutch law, establishes clear boundaries for post-relationship competition and includes specific provisions regarding duration, geographic scope, and prohibited activities. It's particularly relevant when vendors have access to proprietary information, customer relationships, or unique business methodologies. The agreement must comply with Dutch civil code requirements and competition laws, ensuring reasonable restrictions that courts would enforce. Typical circumstances for its use include engaging specialized service providers, consultants, or suppliers who could potentially become competitors.
Suggested Sections

1. Parties: Identification and details of the contracting parties - the company and the vendor

2. Background: Context of the relationship between parties and purpose of the non-compete agreement

3. Definitions: Key terms used throughout the agreement, including 'Competitive Activities', 'Territory', '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 will remain in effect

6. Geographic Restrictions: Specific territories where the non-compete obligations apply

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

8. Confidentiality Obligations: Requirements regarding handling of confidential information and trade secrets

9. Breach and Remedies: Consequences of violating the agreement and available legal remedies

10. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes

11. Signature Block: Execution section for parties' signatures and date

Optional Sections

1. Non-Solicitation: Additional restrictions on soliciting customers or employees, included when broader protection is needed

2. Assignment Rights: Terms regarding the ability to transfer agreement rights, included when assignment possibilities need to be addressed

3. Severability: Provisions for maintaining validity of remaining clauses if some are found unenforceable, recommended for complex agreements

4. Monitoring and Reporting: Procedures for monitoring compliance, included when active oversight is required

5. Exit Provisions: Specific terms regarding early termination or modification, included when flexibility is needed

6. Survival Clause: Specifying which provisions survive termination, included for complex long-term relationships

Suggested Schedules

1. Schedule A - Restricted Activities: Detailed list of specific activities, products, or services covered by the non-compete

2. Schedule B - Territory Map: Visual representation and detailed description of geographic restrictions

3. Schedule C - Compensation Details: Breakdown of any financial compensation or benefits provided

4. Appendix 1 - Competitor List: List of specific competitors or competing businesses covered by the agreement

5. Appendix 2 - Confidential Information Categories: Detailed categorization of protected confidential information

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

Manufacturing

Professional Services

Retail

Healthcare

Financial Services

Telecommunications

Consulting

Research and Development

Engineering

Information Technology

Software Development

Industrial Services

Business Services

Relevant Teams

Legal

Procurement

Vendor Management

Compliance

Risk Management

Operations

Commercial

Supply Chain

Contract Administration

Business Development

Relevant Roles

Legal Counsel

Procurement Manager

Vendor Relations Manager

Contract Administrator

Business Development Director

Chief Legal Officer

Supply Chain Manager

Commercial Director

Risk Management Officer

Compliance Officer

Operations Manager

Project Manager

Chief Executive Officer

Chief Procurement 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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