Vendor Non Compete Agreement for Hong Kong

Vendor Non Compete Agreement Template for Hong Kong

A comprehensive legal agreement governed by Hong Kong law that restricts a vendor from engaging in competitive business activities against the principal company. The agreement establishes specific limitations on the vendor's business activities, including geographical restrictions, time periods, and scope of prohibited activities. It incorporates Hong Kong's common law principles and competition regulations to ensure enforceability while protecting legitimate business interests. The document includes provisions for confidentiality, non-solicitation, and remedies for breach, structured to comply with Hong Kong's legal framework for restrictive covenants.

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What is a Vendor Non Compete Agreement?

This Vendor Non-Compete Agreement is essential for businesses operating in Hong Kong that need to protect their legitimate interests when engaging with vendors who may gain access to sensitive information or strategic knowledge. The document is particularly relevant when a vendor relationship is being established or terminated, and the principal company needs to safeguard against potential competitive threats. It includes specific provisions tailored to Hong Kong's legal framework, ensuring that restrictions on duration, geographical scope, and business activities are reasonable and enforceable under local law. The agreement typically covers confidentiality obligations, non-solicitation provisions, and specific remedies available under Hong Kong law, while being structured to balance business protection with fair competition principles.

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

1. Parties: Identification of the contracting parties - the business entity and the vendor

2. Background: Context of the relationship between parties and purpose of the agreement

3. Definitions: Key terms including 'Restricted Business', 'Territory', 'Confidential Information', 'Restricted Period'

4. Non-Compete Obligations: Core restrictions on vendor's activities, including scope, duration, and geographical limitations

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

6. Confidentiality: Obligations regarding confidential information and trade secrets

7. Duration and Territory: Specific timeframe and geographical scope of restrictions

8. Acknowledgments: Vendor's acknowledgment of reasonableness of restrictions

9. Remedies: Available remedies including injunctive relief and damages

10. Severability: Provisions for partial enforcement if any terms are found invalid

11. Governing Law and Jurisdiction: Specification of Hong Kong law and courts' jurisdiction

12. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment

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

1. Existing Relationships: Used when vendor needs to disclose pre-existing business relationships that may conflict with restrictions

2. Intellectual Property: Include when specific IP rights need protection beyond general confidentiality

3. Consideration: Required if specific payment or benefit is provided in exchange for non-compete obligations

4. Independent Contractor Status: Include to clarify relationship status if vendor was/is a contractor

5. Reporting Obligations: Used when vendor must report potential conflicts or business activities

6. Survival: Include when certain obligations need to survive agreement termination

7. Alternative Dispute Resolution: Optional mediation or arbitration provisions before court proceedings

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

1. Schedule 1 - Restricted Activities: Detailed list of specific business activities restricted under the agreement

2. Schedule 2 - Restricted Territory: Detailed description of geographical areas where restrictions apply

3. Schedule 3 - Restricted Clients/Customers: List of specific clients or customer categories covered by restrictions

4. Schedule 4 - Consideration Details: If applicable, details of any payment or consideration provided

5. Appendix A - Vendor's Existing Business Interests: Declaration of vendor's current business interests and relationships

6. Appendix B - Confidential Information Categories: Detailed categories of information considered confidential under the agreement

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

Hong Kong

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions
Relevant Industries

Technology

Manufacturing

Professional Services

Financial Services

Retail

Healthcare

Consulting

Information Technology

E-commerce

Research and Development

Telecommunications

Business Services

Relevant Teams

Legal

Procurement

Vendor Management

Operations

Commercial

Supply Chain

Risk Management

Compliance

Business Development

Executive Leadership

Relevant Roles

Chief Legal Officer

General Counsel

Legal Director

Procurement Manager

Vendor Relations Manager

Contract Manager

Chief Operations Officer

Commercial Director

Supply Chain Manager

Business Development Manager

Chief Executive Officer

Risk Management Officer

Compliance Officer

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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