All Countries
Non Compete Clause In Shareholders Agreement

Non Compete Clause In Shareholders Agreement Template for Philippines

Create a bespoke document in minutes,  or upload and review your own.

4.6 / 5
4.8 / 5

Let's create your Non Compete Clause In Shareholders Agreement

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

Get your first 2 documents free

Your data doesn't train Genie's AI

You keep IP ownership of your information

Key Requirements PROMPT example:

Non Compete Clause In Shareholders Agreement

"I need a Non-Compete Clause in Shareholders Agreement for my Philippine technology startup, preventing shareholders from engaging in competitive software development business within Southeast Asia for 3 years, effective March 2025."

Celebrated by
Collaborations with
Investors
Document background
The Non-Compete Clause in Shareholders Agreement is a crucial legal instrument used in Philippine corporate practice to protect company interests and maintain business stability. This document becomes essential when companies seek to prevent shareholders from engaging in competitive activities that could harm the business. It is particularly relevant during company formations, investment rounds, or when updating existing shareholder arrangements. The document must carefully balance the company's need for protection with Philippine competition law requirements, including the Philippine Competition Act and relevant provisions of the Corporation Code. The non-compete provisions typically detail restricted activities, geographical limitations, and time periods, while ensuring enforceability under Philippine jurisdiction. This document is commonly used in conjunction with investment agreements, company restructuring, or when bringing in new strategic shareholders.
Suggested Sections

1. Parties: Identification of all shareholders entering into the agreement, including their full legal names, addresses, and corporate details if applicable

2. Background: Recitals explaining the context of the agreement, including details about the company, existing shareholding structure, and business nature

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

4. Non-Compete Obligations: Core restrictions on competitive activities, including scope, duration, and geographical limitations that comply with Philippine competition laws

5. Scope of Restrictions: Detailed description of prohibited activities and businesses, ensuring reasonable limitations under Philippine law

6. Duration and Territory: Specific timeframe and geographical boundaries of the non-compete obligations, with justification for the scope

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

8. Confidentiality Obligations: Provisions protecting company confidential information and trade secrets

9. Transfer of Shares: Provisions regarding how the non-compete obligations apply in case of share transfers

10. Enforcement: Mechanisms for enforcing the non-compete provisions, including remedies and dispute resolution

11. Governing Law and Jurisdiction: Specification of Philippine law as governing law and choice of jurisdiction for disputes

Optional Sections

1. IPO Provisions: Additional provisions applicable if the company plans to go public, including how non-compete obligations may be modified

2. Change in Control: Specific provisions addressing how non-compete obligations apply in case of company acquisition or major ownership changes

3. Employee Shareholders: Special provisions for shareholders who are also employees, addressing employment law considerations

4. Carve-outs for Professional Activities: Exemptions for professional shareholders (like lawyers or accountants) who may need to service other clients

5. Emergency Rights: Provisions allowing temporary suspension of restrictions in specific emergency situations

6. Compliance with Industry Regulations: Additional provisions for regulated industries or professions

Suggested Schedules

1. Schedule A - Restricted Business Activities: Detailed list of specific business activities and sectors covered by the non-compete restrictions

2. Schedule B - Restricted Territory: Maps and/or detailed description of geographical areas where restrictions apply

3. Schedule C - Existing Business Interests: Declaration of shareholders' existing business interests that are exempted from restrictions

4. Schedule D - Competitive Business Entities: List of specific companies or entities identified as competitors

5. Appendix 1 - Shareholding Structure: Current shareholding structure and any relevant threshold levels affecting the non-compete obligations

6. Appendix 2 - Form of Deed of Adherence: Template for new shareholders to agree to the non-compete provisions

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Affiliate
Business Day
Company
Competitive Business
Confidential Information
Control
Effective Date
Fair Market Value
Group
Intellectual Property Rights
Material Interest
Non-Compete Period
Parties
Permitted Transfer
Restricted Business
Restricted Period
Restricted Territory
Shareholders
Shares
Subsidiary
Trade Secrets
Transfer
Competing Entity
Business
Substantial Interest
Beneficial Owner
Board
Articles of Incorporation
By-laws
Competing Activities
Confidentiality Obligations
Director
Encumbrance
Group Company
Holding Company
Independent Director
Material Breach
Related Party
Securities
Senior Management
Share Capital
Significant Shareholder
Strategic Investment
Termination Date
Territory
Voting Rights
Clauses
Interpretation
Definitions
Non-Compete Obligations
Scope of Restrictions
Duration of Restrictions
Territorial Limitations
Confidentiality
Share Transfer Restrictions
Permitted Activities
Exception Provisions
Representations and Warranties
Remedies and Damages
Dispute Resolution
Governing Law
Severability
Assignment
Amendment and Modification
Notices
Force Majeure
Termination
Survival
Waiver
Entire Agreement
Further Assurance
Costs and Expenses
Compliance with Laws
Shareholders' Undertakings
Enforcement
Good Faith
Third Party Rights
Relevant Industries

Technology

Manufacturing

Professional Services

Healthcare

Retail

Financial Services

Telecommunications

Real Estate Development

Food and Beverage

E-commerce

Consulting Services

Software Development

Pharmaceutical

Energy

Media and Entertainment

Relevant Teams

Legal

Corporate Secretariat

Compliance

Executive Leadership

Board of Directors

Corporate Governance

Investor Relations

Finance

Business Development

Risk Management

Relevant Roles

Chief Executive Officer

Chief Legal Officer

Corporate Secretary

General Counsel

Legal Director

Investment Manager

Chief Financial Officer

Corporate Lawyer

Compliance Officer

Board Director

Managing Director

Shareholder Relations Manager

Business Development Director

Company Director

Corporate Governance Officer

Industries
Philippine Constitution (Article XII, Section 19): Prohibits unfair competition and trade practices that restrict market competition. Any non-compete clause must not violate these constitutional principles.
Civil Code of the Philippines (Republic Act No. 386): Governs contracts and obligations, including validity requirements, consent, and lawful consideration. Articles 1305-1422 are particularly relevant for contract formation and enforcement.
Philippine Competition Act (Republic Act No. 10667): Regulates anti-competitive agreements and practices. Non-compete clauses must be reasonable and not substantially prevent, restrict, or lessen competition in the market.
Corporation Code of the Philippines (Republic Act No. 11232): Provides the legal framework for corporate governance and shareholders' rights, including provisions affecting shareholder agreements and restrictions on share transfers.
Securities Regulation Code (Republic Act No. 8799): Relevant for publicly listed companies, governing disclosure requirements and trading restrictions that might be affected by non-compete provisions.
Labor Code of the Philippines (Presidential Decree No. 442): Contains provisions affecting post-employment restrictions and must be considered when non-compete clauses impact employment relationships.
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

Find the exact document you need

Non Compete Agreement Forlancers

A Philippine law-governed agreement restricting freelancers from competing with the hiring company, including defined scope, duration, and territorial limitations.

find out more

Non Compete Agreement For Independent Contractors

A Philippine law-governed agreement restricting independent contractors from competing with or soliciting from the company during and after their engagement period.

find out more

Not To Compete Agreement

A Philippine law-governed agreement restricting competitive business activities during and after employment, with specific limitations on geography, duration, and scope.

find out more

Deed Of Non Competition

A Philippine law-governed deed that establishes enforceable non-compete obligations between parties, defining restricted business activities, geographical limits, and duration.

find out more

Current Non Compete Agreement

Philippine-law governed Non-Compete Agreement restricting post-employment competitive activities while ensuring compliance with local legal requirements.

find out more

Non Compete Agreement For Contractors

A Philippine law-governed agreement that restricts contractors from competing with the company during and after their engagement, while ensuring compliance with local legal requirements.

find out more

Non Disparagement Agreement

A Philippine-law governed agreement preventing parties from making negative statements about each other, with provisions covering both traditional and digital communications.

find out more

Non Compete Product Agreement

A Philippine law-governed agreement restricting competition related to specific products within defined markets, compliant with local competition laws and commercial regulations.

find out more

Non Compete Non Solicitation Agreement

A Philippine law-compliant agreement restricting competition and solicitation activities, designed to protect legitimate business interests while maintaining reasonable limitations on post-employment activities.

find out more

Non Compete Agreement Business To Business

A Philippine-law governed agreement between businesses that restricts competitive activities within defined parameters to protect legitimate business interests.

find out more

Independent Contractor Agreement With Non Compete Clause

A Philippine law-governed independent contractor agreement with non-compete provisions, establishing a contractual relationship while protecting company interests.

find out more

Non Compete Agreement Termination

A Philippine law-governed document that formally terminates a non-compete agreement between employer and employee, releasing parties from restrictions while establishing termination terms.

find out more

Non Compete Agreement Between Two Companies

A Philippine law-governed agreement restricting competition between two companies, defining specific business activities, geographic areas, and time periods for non-competition.

find out more

Operating Agreement Non Compete Clause

A Philippine law-governed agreement establishing business operations and competitive restrictions between parties, combining operational framework with enforceable non-compete provisions.

find out more

Business Sale Non Compete Agreement

A Philippine law-governed agreement that restricts a business seller from competing with the sold business within specified time and geographical limits.

find out more

Non Compete Clause In Offer Letter

A Philippine-law compliant non-compete clause for inclusion in employment offer letters, protecting employer interests while ensuring enforceability under local jurisdiction.

find out more

Non Compete Clause In Share Purchase Agreement

A Philippine law-governed document incorporating non-compete restrictions within a Share Purchase Agreement, protecting buyer interests while ensuring compliance with local competition laws.

find out more

Active Non Compete Agreement

A Philippine law-governed agreement restricting employee engagement in competitive activities during and after employment, with defined scope and reasonable limitations.

find out more

Non Compete Sales Agreement

A Philippine law-governed agreement restricting competitive sales activities within defined geographic areas and time periods, while ensuring compliance with local competition and labor laws.

find out more

Non Compete Letter

A Philippine-compliant letter establishing reasonable non-compete restrictions, including duration and geographic scope, while adhering to local labor and competition laws.

find out more

Non Compete Clause In Shareholders Agreement

A Philippine law-governed clause restricting competitive activities by shareholders, integrated within a Shareholders Agreement to protect company interests.

find out more

Non Compete Agreement After Termination

A Philippine-compliant agreement restricting former employees from competing with their previous employer, subject to reasonable limitations under local law.

find out more

Non Compete In Severance Agreement

A Philippine law-compliant agreement combining severance terms with non-compete provisions for departing employees.

find out more

Non Compete Agreement For Sales Representative

A Philippine-law compliant agreement restricting a sales representative's post-employment competitive activities while protecting the employer's legitimate business interests.

find out more

Agreement Not To Work For Competitor

A Philippine law-governed agreement restricting an employee's ability to work for competitors post-employment, incorporating reasonable limitations as required by Philippine law.

find out more

Letter Of Non Solicitation

A Philippine-law governed document that restricts an individual from soliciting employees, clients, or business relationships from their former employer or business associate.

find out more

Non Compete Partnership Agreement

A Philippine law-compliant partnership agreement incorporating non-compete provisions to protect business interests while establishing partnership terms and obligations.

find out more

Download our whitepaper on the future of AI in Legal

By providing your email address you are consenting to our Privacy Notice.
Thank you for downloading our whitepaper. This should arrive in your inbox shortly. In the meantime, why not jump straight to a section that interests you here: https://www.genieai.co/our-research
Oops! Something went wrong while submitting the form.

Genie’s Security Promise

Genie is the safest place to draft. Here’s how we prioritise your privacy and security.

Your documents are private:

We do not train on your data; Genie’s AI improves independently

All data stored on Genie is private to your organisation

Your documents are protected:

Your documents are protected by ultra-secure 256-bit encryption

Our bank-grade security infrastructure undergoes regular external audits

We are ISO27001 certified, so your data is secure

Organizational security

You retain IP ownership of your documents

You have full control over your data and who gets to see it

Innovation in privacy:

Genie partnered with the Computational Privacy Department at Imperial College London

Together, we ran a £1 million research project on privacy and anonymity in legal contracts

Want to know more?

Visit our Trust Centre for more details and real-time security updates.

Read our Privacy Policy.