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Non Compete Agreement Between Companies
"I need a Non-Compete Agreement Between Companies for an Austrian software development company acquiring a smaller competitor, with restrictions covering Central Europe and lasting until March 2025, including specific provisions for protecting client lists and proprietary technology."
1. Parties: Identification of the contracting companies, including full legal names, registration numbers, and registered addresses
2. Background: Context of the agreement, including the business relationship between the parties and the legitimate business interests being protected
3. Definitions: Key terms used throughout the agreement, including 'Competitive Activity', 'Confidential Information', 'Territory', and 'Restricted Period'
4. Scope of Non-Compete: Detailed description of prohibited competitive activities and business areas covered by the restriction
5. Duration: Specific timeframe for the non-compete obligations, ensuring compliance with reasonable duration requirements under Austrian law
6. Geographic Limitations: Clear definition of the territorial scope where the non-compete obligations apply
7. Consideration: The mutual benefits or compensation provided in exchange for the non-compete obligations
8. Exceptions and Permitted Activities: Activities explicitly allowed despite the general non-compete provisions
9. Confidentiality Obligations: Provisions regarding the handling and protection of confidential information
10. Breach and Remedies: Consequences of violation and available legal remedies, including any agreed penalties (Konventionalstrafe)
11. Governing Law and Jurisdiction: Specification of Austrian law as governing law and designation of competent courts
1. Pre-existing Obligations: Section addressing any existing non-compete or similar obligations that may affect this agreement
2. Group Company Provisions: Extended provisions covering affiliated companies and subsidiaries, used when parties are part of larger corporate groups
3. Post-Term Obligations: Specific obligations that continue after the termination of the main business relationship
4. Compliance with Competition Laws: Specific provisions ensuring compliance with EU and Austrian competition regulations, particularly relevant for larger companies or those with significant market share
5. Alternative Dispute Resolution: Provisions for mediation or arbitration before court proceedings, recommended for international business relationships
6. Assignment and Transfer: Provisions regarding the ability to transfer rights and obligations under the agreement, particularly relevant in case of corporate restructuring
7. Severability and Reformation: Provisions allowing court modification of unenforceable terms, particularly important given strict Austrian enforcement of non-compete provisions
1. Schedule 1: Restricted Activities: Detailed list of specific activities, products, or services covered by the non-compete obligation
2. Schedule 2: Territory Definition: Detailed maps or lists of countries/regions where the non-compete applies
3. Schedule 3: Affiliated Companies: List of group companies or affiliates bound by or benefiting from the agreement
4. Schedule 4: Existing Contracts and Relationships: List of pre-existing business relationships or contracts explicitly excluded from the non-compete
5. Appendix A: Market Analysis: Supporting documentation justifying the scope of restrictions based on market conditions
6. Appendix B: Consideration Details: Detailed breakdown of any financial or other consideration provided in exchange for the non-compete obligations
Authors
Agreement
Business Day
Competitive Activity
Competing Business
Confidential Information
Control
Effective Date
Group
Intellectual Property Rights
Know-How
Market
Material Interest
Non-Compete Period
Permitted Activities
Products
Restricted Business
Restricted Customer
Restricted Period
Restricted Territory
Services
Subsidiary
Substantial Interest
Trade Secrets
Territory
Business Relationship
Consideration
Governing Law
Legitimate Business Interest
Related Company
Strategic Information
Termination Date
Valid Business Reason
Interpretation
Non-Compete Obligations
Duration
Territorial Scope
Consideration
Confidentiality
Permitted Activities
Group Company Provisions
Representations and Warranties
Remedies
Penalties
Assignment
Severability
Force Majeure
Notices
Entire Agreement
Amendment
Waiver
Third Party Rights
Governing Law
Jurisdiction
Dispute Resolution
Compliance with Laws
Term and Termination
Survival
Good Faith
Technology and Software
Manufacturing
Professional Services
Healthcare and Pharmaceuticals
Financial Services
Retail and E-commerce
Research and Development
Consulting Services
Industrial Engineering
Telecommunications
Energy and Utilities
Consumer Goods
Biotechnology
Legal
Executive Leadership
Corporate Development
Business Development
Compliance
Commercial
Strategy
Mergers and Acquisitions
Operations
Risk Management
Procurement
Chief Executive Officer
Chief Legal Officer
General Counsel
Business Development Director
Corporate Strategy Manager
Managing Director
Legal Counsel
Compliance Officer
Chief Operating Officer
Head of Mergers and Acquisitions
Commercial Director
Contract Manager
Partnership Manager
Chief Commercial Officer
Business Unit Director
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