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1. Parties: Identifies and provides full details of the contracting parties - the principal contractor and the subcontractor
2. Background: Sets out the context of the agreement, including the nature of the principal contractor's business and the subcontractor's role
3. Definitions: Defines key terms used throughout the agreement, including 'Confidential Information', 'Restricted Business', 'Territory', and 'Restricted Period'
4. Scope of Subcontractor Engagement: Outlines the general nature of services provided by the subcontractor and their relationship with the principal contractor
5. Non-Compete Obligations: Details the specific restrictions on competitive activities, including temporal and geographical limitations
6. Confidentiality Obligations: Specifies the subcontractor's obligations regarding confidential information and trade secrets
7. Duration and Territory: Specifies the time period and geographical area where the non-compete restrictions apply
8. Exceptions and Permitted Activities: Lists activities that are explicitly permitted despite the non-compete provisions
9. Acknowledgment of Reasonableness: Subcontractor's acknowledgment that restrictions are reasonable and necessary to protect legitimate business interests
10. Remedies: Outlines available remedies in case of breach, including injunctive relief and damages
11. General Provisions: Standard contract clauses including governing law, jurisdiction, and entire agreement provisions
1. Non-Solicitation of Customers: Additional restrictions on approaching or dealing with customers, used when the subcontractor has significant customer contact
2. Non-Solicitation of Employees: Restrictions on hiring or soliciting employees, used when the subcontractor has access to key personnel
3. Intellectual Property Rights: Provisions regarding IP created during the engagement, used when the services involve creative or technical work
4. Post-Termination Obligations: Specific obligations that survive the end of the subcontractor relationship, used for complex engagements
5. Training and Investment Provisions: Justification for restrictions based on specialized training or investment in the subcontractor, used when significant training is provided
6. Assignment and Succession: Provisions regarding the transfer of obligations, used when there's a likelihood of corporate restructuring
1. Schedule 1 - Scope of Services: Detailed description of the services provided by the subcontractor
2. Schedule 2 - Restricted Territory: Detailed definition and/or maps of the geographical areas covered by restrictions
3. Schedule 3 - Restricted Businesses: Specific list of competing businesses or business types that are restricted
4. Schedule 4 - Confidential Information: Detailed list or categories of information considered confidential
5. Appendix A - Form of Acknowledgment: Standard form for the subcontractor to acknowledge understanding of restrictions
6. Appendix B - Compliance Certificate: Form for periodic certification of compliance with non-compete obligations
Affiliate
Business Day
Commencement Date
Competing Business
Confidential Information
Customer
Effective Date
Group
Intellectual Property Rights
Key Customer
Material Interest
Non-Compete Period
Parent Company
Parties
Principal Contractor
Products
Prohibited Area
Restricted Business
Restricted Customer
Restricted Period
Restricted Person
Services
Subcontractor
Subsidiary
Term
Territory
Trade Secrets
Termination Date
Work Product
Definitions
Appointment
Term
Non-Competition
Confidentiality
Non-Solicitation
Intellectual Property Rights
Duration of Restrictions
Territorial Scope
Reasonableness
Remedies
Indemnification
Severability
Variation
Assignment
Notices
Force Majeure
Governing Law
Jurisdiction
Entire Agreement
Counterparts
Third Party Rights
Waiver
Acknowledgment
Warranties
Termination
Survival
Dispute Resolution
Compliance with Laws
Information Technology
Construction
Oil and Gas
Professional Services
Manufacturing
Telecommunications
Healthcare
Financial Services
Engineering
Consulting
Research and Development
Energy
Maritime
Legal
Human Resources
Procurement
Operations
Project Management Office
Research and Development
Information Technology
Business Development
Risk Management
Compliance
Contract Administration
Project Manager
Technical Consultant
Software Developer
Business Analyst
Field Engineer
Construction Manager
Management Consultant
Research Specialist
Systems Architect
Legal Counsel
HR Director
Procurement Manager
Operations Manager
Chief Technical Officer
Contract Administrator
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