A Supplier Non Compete Agreement is essential when a company needs to protect its business interests from potential competition from its suppliers. This document, governed by English and Welsh law, is commonly used when suppliers have access to sensitive information, unique processes, or strategic business knowledge. The agreement sets out specific restrictions on the supplier's activities, including temporal and geographic limitations, while ensuring compliance with competition law and maintaining reasonableness in restrictions. It's particularly relevant when suppliers could potentially become competitors or when they have access to confidential information that could be used competitively.
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1. Parties: Identifies the contracting parties and their registered details
2. Background: Sets out the context and purpose of the agreement
3. Definitions: Defines key terms used throughout the agreement
4. Scope of Restrictions: Details the specific activities that are prohibited
5. Duration: Specifies the time period for which restrictions apply
6. Geographic Scope: Defines the territorial limits of the restrictions
7. Consideration: States the consideration provided for the restrictions
8. Confidentiality: Provisions regarding confidential information
9. Governing Law and Jurisdiction: Specifies applicable law and courts
1. Assignment: Rights to transfer the agreement - include when transfer rights need to be specifically addressed
2. Severability: Provisions for partial invalidity - include when specific clauses might need to be severed while maintaining the rest
3. Non-Solicitation: Restrictions on approaching customers/employees - include when protection against poaching is required
4. Remedies: Specific remedies for breach - include when specific enforcement mechanisms are needed
1. Schedule 1 - Restricted Activities: Detailed list of specific activities prohibited
2. Schedule 2 - Restricted Territory: Detailed definition of geographic restrictions
3. Schedule 3 - Restricted Customers: List of specific customers covered by restrictions
4. Schedule 4 - Restricted Products/Services: Detailed description of products/services covered
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