Non Compete Agreement Between Companies Template for Indonesia

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Key Requirements PROMPT example:

Non Compete Agreement Between Companies

"I need a Non-Compete Agreement Between Companies for a software development company in Jakarta entering into a joint venture with a tech consultancy firm, with restrictions lasting until January 2025 and covering all major Indonesian cities where we operate."

Document background
A Non-Compete Agreement Between Companies is essential in business relationships where companies need to protect their legitimate interests while sharing sensitive information or entering into strategic partnerships. This document, governed by Indonesian law, is commonly used in situations such as joint ventures, mergers and acquisitions, distribution agreements, or strategic collaborations. It details the scope of competitive restrictions, including geographic boundaries, time limitations, and prohibited activities, while ensuring compliance with Indonesian competition law and regulations. The agreement must balance business protection with fair competition principles under Law No. 5 of 1999 and related regulations. It's particularly crucial in scenarios involving technology transfer, market access arrangements, or when companies need to protect their commercial advantages in specific market segments.
Suggested Sections

1. Parties: Identification of the companies entering into the agreement, including their full legal names, registration numbers, and registered addresses

2. Background: Context of the agreement, including the business relationship between the parties and the purpose of the non-compete restrictions

3. Definitions: Key terms used throughout the agreement, including 'Competitive Business', 'Restricted Territory', 'Confidential Information', and 'Restricted Period'

4. Scope of Non-Compete: Detailed description of the prohibited competitive activities and business areas

5. Geographic Restrictions: Specific territories or regions where the non-compete obligations apply

6. Duration: Time period during which the non-compete obligations remain in effect

7. Exceptions and Permitted Activities: Activities that are explicitly allowed despite the non-compete restrictions

8. Confidentiality Obligations: Provisions regarding the protection and non-disclosure of confidential information

9. Representations and Warranties: Statements and guarantees made by each party regarding their authority and capacity to enter into the agreement

10. Breach and Remedies: Consequences of violating the agreement and available remedies

11. Governing Law and Jurisdiction: Specification of Indonesian law as governing law and designation of courts for dispute resolution

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

Optional Sections

1. Related Company Provisions: Additional provisions covering subsidiaries, affiliates, or group companies when the parties are part of larger corporate groups

2. Assignment and Succession: Provisions regarding the transfer of rights and obligations, particularly relevant in cases of corporate restructuring or M&A

3. Non-Solicitation: Additional restrictions on soliciting employees, customers, or suppliers, if required beyond basic non-compete

4. Compliance with Competition Law: Specific provisions ensuring compliance with Indonesian competition law, particularly relevant for larger companies or sensitive industries

5. Independent Contractor Relationship: Clarification of the relationship between the parties when they have ongoing business relationships

6. Security and Guarantee Provisions: Additional security measures or guarantees required to ensure compliance with the agreement

Suggested Schedules

1. Schedule 1 - Restricted Business Activities: Detailed list of specific business activities, products, or services covered by the non-compete

2. Schedule 2 - Restricted Territory: Detailed maps, lists of regions, or specific geographic boundaries where restrictions apply

3. Schedule 3 - Affiliated Companies: List of related companies, subsidiaries, or affiliates bound by the agreement

4. Schedule 4 - Existing Commitments: List of pre-existing business commitments or relationships exempt from the restrictions

5. Appendix A - Compliance Requirements: Specific procedures and requirements for ensuring compliance with 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

Relevant legal definitions
Relevant Industries

Technology and Software

Manufacturing

Professional Services

Healthcare and Pharmaceuticals

Financial Services

Energy and Resources

Telecommunications

Retail and Consumer Goods

Industrial Services

Research and Development

Consulting Services

E-commerce

Relevant Teams

Legal

Corporate Affairs

Compliance

Business Development

Strategic Planning

Risk Management

Commercial Operations

Corporate Strategy

Mergers and Acquisitions

Executive Leadership

Relevant Roles

Chief Executive Officer

Chief Legal Officer

Legal Director

Commercial Director

Business Development Manager

Corporate Counsel

Head of Compliance

Chief Operating Officer

Managing Director

Partnership Manager

Strategic Alliance Director

General Counsel

Risk Management Officer

Corporate Secretary

Head of Business Strategy

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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