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Non Solicitation Agreement Between Two Companies Template for Singapore

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Key Requirements PROMPT example:

Non Solicitation Agreement Between Two Companies

"I need a Non Solicitation Agreement Between Two Companies under Singapore law to prevent my tech consulting firm from losing employees and clients to a partner company we're starting a joint venture with from March 2025, with specific focus on protecting our senior developers and major banking clients."

Document background
Non Solicitation Agreements Between Two Companies are essential business protection tools in Singapore's competitive business environment. These agreements are commonly used when companies engage in business relationships, joint ventures, or during corporate transactions where one company gains access to another's valuable employees, clients, or business relationships. The agreement must be carefully drafted to comply with Singapore's legal framework, including the Contract Act and Competition Act, while ensuring restrictions are reasonable and enforceable. It typically defines specific prohibited activities, temporal and geographic limitations, and consequences of breach.
Suggested Sections

1. Parties: Identifies the contracting companies with full legal names and registered addresses

2. Background: Sets out the context and purpose of the agreement

3. Definitions: Defines key terms used tHRoughout the agreement

4. Non-Solicitation Obligations: Core provisions detailing prohibited solicitation activities

5. Duration: Specifies the time period for which restrictions apply

6. Geographic Scope: Defines the territorial limits of the restrictions

7. Breach and Remedies: Outlines consequences of breach and available remedies

8. Governing Law: Specifies Singapore law as governing law

Optional Sections

1. Confidentiality: Additional provisions protecting confidential information when parties exchange sensitive information

2. Non-Competition: Additional competitive restrictions when broader protection against competition is needed

3. Dispute Resolution: Specific procedures for resolving disputes tHRough mediation or arbitration

4. Severability: Provisions for partial enforcement if parts are invalid, particularly important when agreement contains multiple restrictions

Suggested Schedules

1. Schedule 1: Restricted Employees: List of specific employees or roles covered by restrictions

2. Schedule 2: Restricted Clients: List of clients or customer categories covered by restrictions

3. Schedule 3: Restricted Activities: Detailed description of prohibited solicitation activities

4. Schedule 4: Geographic Territories: Detailed mapping of restricted geographic areas

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
























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Industries

Contract Law: Singapore Contract Law (based on Common Law principles) and Contract Act (Cap. 53). Ensures basic validity requirements: offer, acceptance, consideration, and intention to create legal relations.

Competition Act (Cap. 50B): Ensures non-solicitation provisions don't violate anti-competitive practices and that restrictions are reasonable and not overly broad.

Employment Law: Employment Act (Cap. 91) and Employment Relations Act. Ensures the agreement doesn't inadvertently violate employees' rights to seek employment.

Restraint of Trade Doctrine: Common law principles requiring restrictions to be reasonable in scope, duration, geographical extent, and must protect legitimate business interests.

Personal Data Protection Act 2012: Governs data privacy implications when defining solicitation restrictions and handling of personal information.

Civil Law Act: Relevant for enforceability of liquidated damages clauses and proper dispute resolution mechanisms in the agreement.

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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