Subcontractor Non Compete Agreement for Nigeria

Subcontractor Non Compete Agreement Template for Nigeria

A legally binding agreement under Nigerian law designed to protect a principal contractor's business interests by restricting a subcontractor's ability to compete or engage in similar business activities during and after their engagement. The document establishes clear parameters for non-compete obligations, including geographical limitations, time restrictions, and scope of prohibited activities, while ensuring compliance with Nigerian competition law and common law principles on restraint of trade. It includes provisions for confidentiality, intellectual property protection, and remedies for breach, structured to be enforceable within the Nigerian legal framework.

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What is a Subcontractor Non Compete Agreement?

The Subcontractor Non-Compete Agreement is essential for businesses operating in Nigeria that engage subcontractors with access to sensitive information, specialized knowledge, or valuable client relationships. This document is particularly crucial in sectors where protecting competitive advantage and intellectual property is vital for business success. The agreement must be carefully drafted to comply with Nigerian law, including the Federal Competition and Consumer Protection Act 2018 and common law principles regarding restraint of trade. It typically includes detailed provisions on the scope of restrictions, geographical limitations, duration, and specific prohibited activities. The document should balance the principal contractor's legitimate business interests with reasonable restrictions that would be enforceable under Nigerian law. It's commonly used when engaging specialized contractors, consultants, or service providers who will have access to confidential information or strategic business aspects.

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

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

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

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

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

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

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

Nigeria

Publisher

Genie AI

Cost

Free to use
Relevant Industries

Information Technology

Construction

Oil and Gas

Professional Services

Manufacturing

Telecommunications

Healthcare

Financial Services

Engineering

Consulting

Research and Development

Energy

Maritime

Relevant Teams

Legal

Human Resources

Procurement

Operations

Project Management Office

Research and Development

Information Technology

Business Development

Risk Management

Compliance

Contract Administration

Relevant Roles

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

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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