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Non Compete Shareholders Agreement

Non Compete Shareholders Agreement Template for Austria

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Key Requirements PROMPT example:

Non Compete Shareholders Agreement

"I need a Non-Compete Shareholders Agreement under Austrian law for our software development company, with particular focus on protecting our AI technology and intellectual property, covering Austria and neighboring EU countries, to be implemented by March 2025."

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Document background
This Non-Compete Shareholders Agreement is essential for Austrian companies seeking to protect their business interests by preventing shareholders from engaging in competitive activities. It is particularly relevant when shareholders have access to sensitive information, trade secrets, or strategic knowledge that could be detrimental to the company if used in competition. The agreement must be carefully structured to comply with Austrian corporate law and EU competition regulations, ensuring that restrictions are reasonable and enforceable. Typically used during company formation, investment rounds, or when new shareholders join, it includes detailed provisions on restricted activities, geographical scope, duration, and remedies for breach. The document requires careful consideration of Austrian legal precedents regarding the enforceability of non-compete clauses and must balance the company's protective interests with shareholders' rights to economic activity.
Suggested Sections

1. Parties: Identification of all shareholders and the company

2. Background: Context of the agreement, including company details and purpose of the restrictions

3. Definitions: Definitions of key terms including 'Confidential Information', 'Competing Business', 'Territory', etc.

4. Duration and Scope: Temporal and geographical scope of the non-compete obligations

5. Non-Compete Obligations: Detailed restrictions on competitive activities

6. Non-Solicitation Provisions: Restrictions on soliciting employees, customers, or suppliers

7. Confidentiality Obligations: Protection of confidential information and trade secrets

8. Consideration: Consideration provided in exchange for the non-compete obligations

9. Remedies and Enforcement: Consequences of breach and enforcement mechanisms

10. Assignment and Transfer: Rules regarding transfer of shares and associated obligations

11. Term and Termination: Duration of the agreement and termination provisions

12. Governing Law and Jurisdiction: Confirmation of Austrian law application and jurisdiction

13. General Provisions: Standard boilerplate clauses including severability, entire agreement, etc.

Optional Sections

1. Put and Call Options: Optional provisions for share purchase rights upon breach of non-compete obligations

2. Garden Leave: Applicable if shareholders are also employees, addressing transition periods

3. Monitoring and Reporting: Optional mechanisms for monitoring compliance with non-compete obligations

4. Shareholder Approval Requirements: Required for companies with specific corporate governance requirements

5. Dispute Resolution: Alternative dispute resolution mechanisms such as arbitration or mediation

6. Carve-outs and Exceptions: Specific permitted activities or investments despite non-compete provisions

Suggested Schedules

1. Schedule 1 - Company Information: Details of the company including registration number, registered office, etc.

2. Schedule 2 - Shareholder Information: List of shareholders with their shareholding details

3. Schedule 3 - Restricted Territory: Detailed definition of geographical areas covered by non-compete restrictions

4. Schedule 4 - Competing Businesses: Specific list of business activities considered competitive

5. Schedule 5 - Consideration Details: Breakdown of any financial consideration for the non-compete obligations

6. Appendix A - Deed of Adherence: Template for new shareholders to join the agreement

7. Appendix B - Compliance Certificate: Template for periodic confirmation of compliance with non-compete obligations

Authors

Alex Denne

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Affiliated Company
Board
Business Day
Company
Competing Business
Confidential Information
Control
Effective Date
Encumbrance
Group
Intellectual Property Rights
Material Interest
Non-Compete Period
Parties
Permitted Transfer
Protected Business
Restricted Activity
Restricted Period
Restricted Territory
Shareholders
Shares
Subsidiary
Trade Secrets
Transfer
Territory
Undertaking
Working Day
Business Relationship
Customer
Supplier
Key Employee
Professional Advisers
Related Person
Competitive Activity
Commercial Opportunity
Majority Shareholders
Minority Shareholders
Business Plan
Strategic Information
Relevant Industries

Technology

Manufacturing

Professional Services

Healthcare

Financial Services

Biotechnology

Software Development

Consulting

Research and Development

E-commerce

Industrial Engineering

Telecommunications

Relevant Teams

Legal

Corporate Governance

Compliance

Executive Leadership

Board of Directors

Corporate Secretariat

Shareholder Relations

Investment Relations

Business Development

Finance

Relevant Roles

Chief Executive Officer

Chief Legal Officer

Corporate Lawyer

Company Secretary

Legal Counsel

Corporate Governance Officer

Compliance Officer

Board Member

Managing Director

General Counsel

Investment Manager

Shareholder Relations Manager

Corporate Development Director

Business Development Executive

Chief Financial Officer

Industries
Austrian Stock Corporation Act (Aktiengesetz): Governs the formation and operation of stock corporations, shareholders' rights and obligations, and corporate governance requirements
Austrian Limited Liability Companies Act (GmbH-Gesetz): Regulates limited liability companies, including shareholder relationships and transfer restrictions
Austrian Civil Code (ABGB): Contains fundamental contract law principles, including formation, interpretation, and enforcement of agreements
Austrian Cartel Act (Kartellgesetz): Regulates competition law aspects and restrictions on anti-competitive agreements
Austrian Commercial Code (Unternehmensgesetzbuch - UGB): Provides framework for commercial relationships and business transactions
EU Competition Law (Article 101 TFEU): European Union regulations on competition that may affect the enforceability of non-compete provisions
Austrian Employment Law (Arbeitsrecht): Relevant if shareholders are also employees, as it affects the scope and enforceability of non-compete restrictions
Austrian Data Protection Act (Datenschutzgesetz): Relevant for handling personal data and confidential information 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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