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1. Parties: Identification of the employer and employee/contractor, including full legal names and addresses
2. Background: Context of the agreement, including the nature of the employment/business relationship and legitimate business interests being protected
3. Definitions: Clear definitions of key terms including 'Confidential Information', 'Competitive Business', 'Restricted Territory', and 'Restricted Period'
4. Non-Competition Obligations: Specific restrictions on competitive activities, clearly defined scope of prohibited activities
5. Geographic Scope: Clearly defined geographical boundaries of the restriction, with justification for the scope
6. Duration: Specific timeframe for the non-compete obligations, with clear start and end dates
7. Consideration: Details of the consideration provided in exchange for the non-compete agreement
8. Acknowledgments: Employee acknowledgments regarding reasonableness of restrictions and receipt of consideration
9. Severability: Provision allowing court modification of unenforceable terms while maintaining remainder of agreement
10. Governing Law: Specification of Canadian jurisdiction and applicable provincial law
11. Entire Agreement: Statement that this document represents the complete agreement between parties
1. Non-Solicitation Provisions: Additional restrictions on soliciting employees, customers, or suppliers - recommended when protecting customer relationships is crucial
2. Confidentiality Obligations: Detailed provisions regarding confidential information - include if not covered in a separate agreement
3. Garden Leave: Provisions for paid leave during notice period - relevant for senior executives
4. Assignment Rights: Rights to assign the agreement - important in case of business sale or reorganization
5. Dispute Resolution: Alternative dispute resolution procedures - useful for avoiding costly litigation
6. Remedies: Specific remedies for breach, including injunctive relief - important for high-risk situations
7. Return of Property: Requirements for returning company property - relevant if not covered in employment agreement
1. Schedule A - Restricted Territory: Detailed map or list of geographical areas covered by restrictions
2. Schedule B - Competitive Business Description: Detailed description of prohibited competitive activities and business types
3. Schedule C - Consideration Details: Breakdown of any financial or other consideration provided
4. Appendix 1 - Employee's Position and Duties: Description of employee's role and access to protectable interests
5. Appendix 2 - Key Customers/Clients: List of specific customers/clients covered by non-solicitation provisions if applicable
Confidential Information
Competitive Business
Competitive Activities
Effective Date
Employment Agreement
Intellectual Property
Protected Business
Restricted Period
Restricted Territory
Trade Secrets
Proprietary Information
Business Relationship
Company
Competitor
Customer
Key Personnel
Material Interest
Products and Services
Prospective Customer
Restricted Business
Strategic Information
Termination Date
Business Operations
Legitimate Business Interests
Professional Services
Consideration
Non-Solicitation
Confidentiality
Duration
Geographic Scope
Consideration
Acknowledgment and Representation
Reasonableness
Severability
Remedies
Governing Law
Survival
Assignment
Modification
Notice
Independent Legal Advice
Entire Agreement
Dispute Resolution
Return of Property
Garden Leave
Interpretation
Waiver
Force Majeure
Termination
Technology
Professional Services
Financial Services
Healthcare
Manufacturing
Consulting
Research and Development
Retail
Pharmaceuticals
Engineering
Marketing and Advertising
Software Development
Biotechnology
Sales and Distribution
Legal
Executive Leadership
Sales
Business Development
Research & Development
Product Development
Client Services
Professional Services
Technical Operations
Senior Management
Strategic Planning
Customer Relations
Chief Executive Officer
Chief Technology Officer
Senior Vice President
Sales Director
Regional Manager
Senior Software Engineer
Research Director
Account Executive
Business Development Manager
Technical Lead
Product Manager
Senior Consultant
Department Head
Chief Financial Officer
Executive Director
Managing Partner
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