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Non Compete Agreement Between Two Companies Template for Singapore

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Key Requirements PROMPT example:

Non Compete Agreement Between Two Companies

"I need a Non Compete Agreement Between Two Companies to prevent our software development partner from competing with us in the Southeast Asian market for 2 years after our joint venture ends in March 2025, with particular focus on AI and machine learning applications."

Document background
A Non Compete Agreement Between Two Companies is utilized when businesses need to protect their legitimate interests during or after commercial relationships, such as joint ventures, mergers, acquisitions, or strategic partnerships. Under Singapore law, these agreements must be carefully drafted to ensure enforceability, requiring reasonable limitations in scope, duration, and geographic coverage. The document typically includes detailed provisions about restricted activities, confidentiality obligations, and remedies for breach, while ensuring compliance with Singapore's Competition Act and restraint of trade principles.
Suggested Sections

1. Parties: Identification and details of both companies entering into the agreement

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

3. Definitions: Key terms used tHRoughout the agreement including defined business areas, competitors, and restricted activities

4. Scope of Non-Compete: Specific activities, markets, and business areas covered by the restriction

5. Duration: Time period for which the non-compete obligations apply

6. Geographic Area: Territorial scope of the restrictions

7. Confidentiality Obligations: Protection of confidential information shared between parties

8. Breach and Remedies: Consequences of breach and available remedies including injunctive relief

Optional Sections

1. Consideration: Specific value exchange, if applicable beyond the mutual promises

2. Carve-outs: Specific exceptions to the non-compete obligations and permitted activities

3. Assignment: Rights to transfer obligations to other entities

4. Survival: Provisions that continue after termination of the agreement

Suggested Schedules

1. Schedule of Restricted Activities: Detailed list of specific activities covered by the non-compete

2. Schedule of Restricted Territories: Detailed list of geographic areas covered by the agreement

3. Schedule of Excluded Activities: List of specific carve-outs and exceptions to the non-compete obligations

4. Schedule of Affiliated Companies: List of related entities covered by the agreement

Authors

Alex Denne

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

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Industries

Contract Law Compliance: Must comply with Singapore Contract Law (Contract Act Cap. 53) including fundamental elements: offer, acceptance, consideration, and intention to create legal relations

Competition Act Requirements: Must comply with Competition Act (Cap. 50B), particularly Section 34 (anti-competitive agreements) and Section 47 (abuse of dominant market position)

Restraint of Trade Doctrine: Agreement must satisfy common law principles regarding reasonableness of restrictions in terms of geographic scope, duration, and scope of prohibited activities

Trade Secrets Protection: Must address protection of confidential information and trade secrets, considering implied duties of confidentiality and interface with existing confidentiality agreements

Constitutional Compliance: Must respect Article 13 of Singapore Constitution (right to property) and general public policy considerations regarding fair competition

Remedies and Enforcement: Must include enforceable remedies under Civil Law Act and Specific Relief Act, including consideration of injunctive relief provisions

Reasonableness Requirements: Terms must be reasonable, proportionate, clear, specific, and limited to protecting legitimate business interests

Enforceability: Agreement must be drafted to ensure enforceability under Singapore law while maintaining compliance with all relevant legislation

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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