Non Compete Non Disclosure Agreement for Canada

Non Compete Non Disclosure Agreement Template for Canada

A comprehensive legal agreement governed by Canadian law that combines non-compete and confidentiality provisions to protect business interests. The document establishes restrictions on competitive activities and safeguards confidential information, trade secrets, and proprietary knowledge. It is designed to comply with Canadian federal and provincial legislation, including relevant employment laws and competition regulations, while ensuring reasonable and enforceable terms as established by Canadian court precedents. The agreement balances the legitimate business interests of the protecting party with the rights of the restricted party to earn a livelihood.

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What is a Non Compete Non Disclosure Agreement?

The Non Compete Non Disclosure Agreement (NCNDA) is essential for Canadian businesses seeking to protect their competitive advantages and confidential information. This document is typically used when engaging employees, contractors, or business partners who will have access to sensitive information or whose future competitive activities could impact the business. The agreement must comply with Canadian federal and provincial laws, including the Competition Act and relevant employment legislation. It covers confidentiality obligations regarding trade secrets, proprietary information, and business methods, while also restricting post-relationship competitive activities within reasonable geographic and temporal bounds. The document is particularly crucial for roles involving access to strategic information, customer relationships, or proprietary technology.

What sections should be included in a Non Compete Non Disclosure Agreement?

1. Parties: Identifies and provides full legal names and addresses of all parties to the agreement

2. Background: Explains the context and purpose of the agreement, including the relationship between the parties

3. Definitions: Defines key terms used throughout the agreement, including 'Confidential Information', 'Competitive Activities', and 'Territory'

4. Confidentiality Obligations: Details the obligations regarding confidential information, including use restrictions, security measures, and return of information

5. Permitted Disclosures: Specifies circumstances under which confidential information may be disclosed, including legal requirements and authorized recipients

6. Non-Competition Covenant: Specifies the scope, duration, and geographic limitations of non-compete obligations

7. Non-Solicitation: Prohibitions on soliciting employees, customers, or suppliers

8. Duration and Survival: Specifies how long the various obligations remain in effect

9. Return of Confidential Information: Procedures for returning or destroying confidential information upon termination

10. Remedies: Outlines available remedies in case of breach, including injunctive relief

11. General Provisions: Standard clauses including governing law, severability, and amendment procedures

What sections are optional to include in a Non Compete Non Disclosure Agreement?

1. Independent Contractor Relationship: Used when the agreement is with an independent contractor rather than an employee

2. International Operations: Additional provisions for agreements covering multiple jurisdictions

3. Intellectual Property Rights: Specific provisions regarding IP ownership and protection, particularly relevant for technology companies

4. Data Protection: Additional privacy and data protection obligations, particularly important when dealing with personal information

5. Exit Interview Procedures: Procedures for confirming compliance upon termination of relationship

6. Garden Leave: Provisions for paid leave during notice period to protect business interests

7. Training and Development Costs: Provisions regarding repayment of training costs upon early departure

What schedules should be included in a Non Compete Non Disclosure Agreement?

1. Schedule A - Confidential Information: Detailed list of types of confidential information covered by the agreement

2. Schedule B - Restricted Territory: Detailed description or map of geographic area covered by non-compete provisions

3. Schedule C - Restricted Activities: Detailed list of prohibited competitive activities

4. Schedule D - Excluded Information: List of information explicitly excluded from confidentiality obligations

5. Schedule E - Key Customers/Suppliers: List of specific customers or suppliers covered by non-solicitation provisions

6. Appendix 1 - Security Procedures: Detailed procedures for handling and protecting confidential information

7. Appendix 2 - Return/Destruction Certificate: Form for certifying return or destruction of confidential information

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

Jurisdiction

Canada

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Technology

Professional Services

Financial Services

Healthcare

Manufacturing

Research and Development

Pharmaceuticals

Biotechnology

Telecommunications

Consulting

Software Development

Engineering

Media and Entertainment

Retail

Energy

Relevant Teams

Legal

Human Resources

Executive Leadership

Research and Development

Sales

Information Technology

Product Development

Marketing

Operations

Finance

Business Development

Engineering

Customer Success

Strategy

Innovation

Relevant Roles

Chief Executive Officer

Chief Technology Officer

Senior Developer

Sales Director

Product Manager

Research Scientist

Business Development Manager

Account Executive

Systems Architect

Technical Lead

Senior Consultant

Marketing Director

Operations Manager

Human Resources Director

Financial Controller

Project Manager

Business Analyst

Strategic Advisor

Department Head

Regional Manager

Industries
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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