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The Non Compete Agreement Between Two Companies is a crucial legal instrument used in New Zealand business transactions where companies need to protect their legitimate business interests during or after commercial relationships. It's commonly used in situations such as business sales, joint ventures, strategic partnerships, or supplier arrangements where one company gains significant insight into another's operations or intellectual property. The agreement must comply with New Zealand's Commerce Act 1986 and common law principles requiring reasonable restrictions in terms of duration, geographic scope, and business activities. This document requires careful drafting to balance commercial protection with competition law compliance, typically including detailed schedules of restricted activities and territories.

1. Parties: Identification of both companies entering into the non-compete agreement, including full legal names, company numbers, and registered addresses

2. Background: Context of the agreement, including the nature of the businesses, their relationship, and reasons for entering into the non-compete arrangement

3. Definitions: Key terms used throughout the agreement, including 'Competitive Activities', 'Restricted Territory', 'Confidential Information', and 'Restricted Period'

4. Scope of Non-Compete: Detailed description of prohibited competitive activities and specific business areas covered by the agreement

5. Duration and Territory: Specific timeframe for the non-compete obligations and geographic areas where restrictions apply

6. Exceptions and Permitted Activities: Activities that are specifically allowed despite the non-compete restrictions

7. Confidentiality Obligations: Provisions regarding the handling and protection of confidential information between the parties

8. Enforcement and Remedies: Consequences of breach and available remedies, including injunctive relief and damages

9. General Provisions: Standard contract clauses including governing law, dispute resolution, and severability