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Non Compete Shareholders Agreement

Non Compete Shareholders Agreement Template for Belgium

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Key Requirements PROMPT example:

Non Compete Shareholders Agreement

"I need a Non Compete Shareholders Agreement under Belgian law for my technology startup with 5 founding shareholders, where we want to restrict competitive activities within the Benelux region for 3 years after any shareholder exits."

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Document background
The Non-Compete Shareholders Agreement is a crucial document used when companies need to protect their business interests by preventing shareholders from engaging in competitive activities. This agreement, structured under Belgian law and compliant with EU regulations, is typically implemented during company formation, investment rounds, or when new shareholders join. It outlines specific restrictions on competitive activities, time periods, geographical scope, and consequences of breaches. The document is particularly important in knowledge-intensive industries or when shareholders have access to sensitive business information. It must carefully balance the company's legitimate interests with Belgian competition law requirements and shareholders' rights to economic activity. The agreement includes provisions for enforcement, remedies, and termination, while ensuring compliance with both Belgian corporate law and EU competition regulations.
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: Key terms used throughout the agreement, including 'Competitive Activity', 'Territory', and 'Confidential Information'

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 Obligations: Restrictions on soliciting employees, customers, or suppliers

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

8. Consideration: Compensation or benefits provided in exchange for the restrictions

9. Enforcement and Remedies: Mechanisms for enforcing the agreement and available remedies for breach

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

11. Termination: Circumstances under which the agreement terminates or restrictions cease

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

13. General Provisions: Standard clauses including severability, entire agreement, and amendments

Optional Sections

1. Special Shareholder Rights: Additional provisions for shareholders with specific roles or rights (e.g., founder shareholders)

2. Post-Employment Restrictions: Additional restrictions for shareholders who are also employees

3. International Provisions: Special provisions for cross-border activities or international shareholders

4. Corporate Governance: Specific provisions relating to management and decision-making

5. Exit Mechanisms: Detailed procedures for shareholder exit scenarios

6. Compliance with Industry Regulations: Specific provisions for regulated industries or sectors

7. Data Protection: GDPR compliance provisions where relevant to the non-compete obligations

Suggested Schedules

1. Schedule 1 - Restricted Territory: Detailed definition and maps of geographical areas covered by restrictions

2. Schedule 2 - Restricted Activities: Comprehensive list of prohibited competitive activities

3. Schedule 3 - Shareholder Information: Details of all shareholders including shareholding percentages

4. Schedule 4 - Consideration Details: Breakdown of any compensation or benefits provided

5. Schedule 5 - Competitors List: List of specific competitors or competing businesses

6. Appendix A - Consent Forms: Required forms and declarations from shareholders

7. Appendix B - Company Information: Detailed company information and business activities

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
Affiliate
Board
Business
Company
Competitive Activity
Confidential Information
Control
Effective Date
Group
Intellectual Property Rights
Material Interest
Non-Compete Period
Parties
Restricted Business
Restricted Customer
Restricted Period
Restricted Territory
Shareholders
Shares
Subsidiary
Territory
Trade Secrets
Transfer
Working Day
Competing Enterprise
Connected Person
Direct Competition
Indirect Competition
Key Personnel
Market Share
Professional Capacity
Relevant Interest
Strategic Information
Substantial Interest
Business Plan
Commercial Opportunity
Corporate Opportunity
Group Company
Majority Shareholder
Minority Shareholder
Proprietary Information
Restricted Employee
Restricted Supplier
Share Capital
Belgian Territory
EU Territory
Termination Date
Valid Interest
Relevant Industries

Technology

Professional Services

Manufacturing

Healthcare

Financial Services

Retail

Software Development

Consulting

Biotechnology

E-commerce

Marketing and Advertising

Research and Development

Engineering

Telecommunications

Relevant Teams

Legal

Corporate Governance

Compliance

Executive Leadership

Board of Directors

Corporate Secretariat

Finance

Risk Management

Business Development

Human Resources

Relevant Roles

Chief Executive Officer

Chief Legal Officer

Company Director

Corporate Lawyer

General Counsel

Legal Counsel

Corporate Secretary

Chief Financial Officer

Head of Compliance

Investment Manager

Business Development Director

Managing Director

Board Member

Shareholder Relations Manager

Chief Operating Officer

Industries
Belgian Companies and Associations Code (BCAC): Primary legislation governing corporate matters in Belgium, including shareholder rights, obligations, and corporate governance requirements
Belgian Civil Code (Book 5): Fundamental contract law provisions governing the formation, validity, and enforcement of agreements under Belgian law
Belgian Competition Act: Regulates competition law in Belgium, including restrictions on anti-competitive practices and requirements for valid non-compete clauses
EU Competition Law (Article 101 TFEU): European Union regulations on competition that may affect the enforceability of non-compete provisions, especially in cross-border situations
Belgian Employment Contracts Act: Relevant when shareholders are also employees, affecting the scope and enforceability of non-compete restrictions
EU General Data Protection Regulation (GDPR): Relevant for handling personal data of shareholders and ensuring compliance in data processing aspects of the agreement
Belgian Economic Law Code: Contains provisions on fair trade practices and market behavior that might affect non-compete obligations
EU Freedom of Movement Principles: European fundamental principles that might impact the geographic scope and limitations of non-compete restrictions
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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