Non Solicitation Agreement Between Two Companies Template for United States

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Key Requirements PROMPT example:

Non Solicitation Agreement Between Two Companies

"I need a Non Solicitation Agreement Between Two Companies to protect my tech company's employees and client relationships during a joint venture with a competitor, starting January 2025, with specific focus on preventing poaching of our AI development team."

What is a Non Solicitation Agreement Between Two Companies?

A Non-Solicitation Agreement Between Two Companies is commonly used when businesses engage in collaborative ventures, mergers, acquisitions, or other situations where they gain access to each other's valuable relationships. This U.S.-governed document protects against the poaching of employees, customers, and business partners, while ensuring compliance with federal antitrust laws and state-specific regulations. The agreement typically defines specific restrictions, duration, geographic scope, and enforcement mechanisms, balancing business protection with legal requirements for reasonable limitations.

What sections should be included in a Non Solicitation Agreement Between Two Companies?

1. Parties: Identifies the companies entering into the agreement, including their legal names, addresses, and incorporation details

2. Background/Recitals: Explains the context and purpose of the agreement, including the business relationship between the parties

3. Definitions: Defines key terms used throughout the agreement for clarity and consistency

4. Scope of Non-Solicitation: Detailed description of prohibited activities, including employee, customer, and business partner solicitation

5. Duration: Specifies the time period during which the non-solicitation obligations remain in effect

6. Geographic Scope: Defines the territorial limits of the non-solicitation obligations

7. Confidentiality: Provisions regarding the handling of confidential information exchanged between parties

8. Remedies: Outlines available remedies in case of breach, including injunctive relief and damages

9. Governing Law: Specifies which jurisdiction's laws govern the agreement

What sections are optional to include in a Non Solicitation Agreement Between Two Companies?

1. Mutual Non-Solicitation: Additional provisions for when both parties agree to reciprocal non-solicitation obligations

2. Carve-outs: Exceptions and exemptions to the non-solicitation obligations

3. Notice Requirements: Procedures for providing notice of potential violations or concerns

4. Survival: Provisions specifying which obligations survive termination of the agreement

What schedules should be included in a Non Solicitation Agreement Between Two Companies?

1. Schedule of Protected Employees: List of key employees covered by the non-solicitation provisions

2. Schedule of Protected Customers: List of customers or customer categories covered by the agreement

3. Schedule of Business Partners: List of protected business relationships, vendors, or suppliers

4. Territory Schedule: Detailed description of geographic territories covered by 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

Industries

Federal Antitrust Laws: Key federal laws including Sherman Antitrust Act, Clayton Act, and Federal Trade Commission Act that prevent anti-competitive practices and ensure the agreement doesn't unreasonably restrict trade

State-Specific Non-Solicitation Laws: Various state requirements regarding enforceability of non-solicitation agreements, with some states (like California) being more restrictive and having specific requirements for reasonable scope and duration

Employment Laws: National Labor Relations Act (NLRA) and state employment laws that protect employees' rights and ensure the agreement doesn't violate their ability to seek employment

Contract Law Principles: Basic contract formation requirements including consideration, proper formation, and reasonableness standards that must be met for the agreement to be valid

Scope of Restrictions: Requirements for reasonable and specific restrictions, including clear definition of prohibited activities and geographic limitations if applicable

Duration Requirements: Time limits must be reasonable, typically 1-2 years depending on industry and jurisdiction

Legitimate Business Interest: Agreement must protect legitimate business interests, cannot be purely anti-competitive, and must be justified by business necessity

Trade Secret Laws: Federal Defend Trade Secrets Act and state-specific trade secret laws that govern the protection of confidential information in the context of non-solicitation agreements

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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