Non Compete Non Solicitation And Non Disclosure Agreement for India

Non Compete Non Solicitation And Non Disclosure Agreement Template for India

This agreement, governed by Indian law, combines three essential protective measures for businesses: non-compete provisions (subject to reasonable restrictions under Section 27 of the Indian Contract Act), non-solicitation clauses to prevent poaching of employees and clients, and confidentiality obligations to protect sensitive information. The document is structured to comply with Indian legal requirements while providing comprehensive protection for business interests, trade secrets, and competitive advantage. It includes specific provisions for enforcement under Indian jurisdiction and takes into account constitutional rights regarding freedom of trade and profession.

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What is a Non Compete Non Solicitation And Non Disclosure Agreement?

This Non-Compete, Non-Solicitation, and Non-Disclosure Agreement is designed for use in situations where a business needs to protect its confidential information, customer relationships, and competitive position under Indian law. It is commonly used when engaging employees, contractors, or business partners who will have access to sensitive information or key business relationships. The agreement must be carefully drafted to ensure enforceability under Indian law, particularly considering Section 27 of the Indian Contract Act which generally prohibits restraint of trade except in limited circumstances. The document includes reasonable restrictions on post-relationship competition, solicitation of employees and customers, and handling of confidential information, while balancing business protection needs with individual rights under Indian law.

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

1. Parties: Identifies and defines the parties entering into 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 Business', 'Territory', etc.

4. Confidentiality Obligations: Details the obligations regarding confidential information, including use, disclosure, and protection requirements

5. Non-Competition Covenant: Specifies the scope, duration, and geographical limits of non-compete obligations

6. Non-Solicitation Provisions: Outlines restrictions on soliciting employees, customers, and business relationships

7. Term and Survival: Specifies the duration of the agreement and which provisions survive termination

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

9. Breach and Remedies: Details what constitutes a breach and the available remedies, including injunctive relief

10. Governing Law and Jurisdiction: Specifies Indian law as governing law and designates jurisdiction for disputes

11. General Provisions: Standard boilerplate clauses including severability, amendment, waiver, and entire agreement

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

1. Independent Contractor Relationship: Used when the agreement is with an independent contractor to clarify the nature of the relationship

2. Assignment and Delegation: Include when there's a need to restrict or permit transfer of rights and obligations

3. Garden Leave: Used in employment contexts to specify paid leave period during notice period

4. Intellectual Property Rights: Include when the relationship involves creation or handling of IP

5. Security Measures: Used when specific security protocols for confidential information need to be detailed

6. Exit Interview Procedures: Include for employment relationships to detail end-of-employment procedures

7. Dispute Resolution: Optional alternative dispute resolution procedures like mediation before litigation

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

1. Schedule A - Confidential Information: Detailed list and categories of confidential information covered

2. Schedule B - Restricted Territory: Detailed description of geographical areas covered by non-compete provisions

3. Schedule C - Restricted Businesses: List of specific competing businesses or business types covered

4. Schedule D - Key Customers/Clients: List of specific customers/clients covered by non-solicitation provisions

5. Schedule E - Security Protocols: Detailed information security requirements and procedures

6. Appendix 1 - Form of Acknowledgment: Template for periodic acknowledgment of compliance

7. Appendix 2 - Exit Certification: Form for certifying compliance upon termination of relationship

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

India

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions
Relevant Industries

Information Technology

Financial Services

Healthcare

Pharmaceuticals

Manufacturing

Professional Services

E-commerce

Telecommunications

Research and Development

Biotechnology

Management Consulting

Software Development

Digital Marketing

Investment Banking

Legal Services

Relevant Teams

Human Resources

Legal

Information Technology

Research and Development

Sales

Business Development

Executive Leadership

Finance

Operations

Marketing

Product Development

Customer Relations

Strategy

Data Analytics

Relevant Roles

Chief Executive Officer

Chief Technology Officer

Senior Software Engineer

Sales Director

Business Development Manager

Research Scientist

Product Manager

Financial Analyst

Human Resources Director

Technical Lead

Marketing Manager

Operations Director

Account Manager

Management Consultant

Project Manager

Systems Architect

Data Scientist

Strategy Consultant

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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