Subcontractor Non-Compete Agreement Template

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Key Elements to Include

A well-crafted subcontractor non-compete agreement is a vital tool for protecting a company’s proprietary information and business interests. By outlining specific restrictions on the subcontractor’s post-engagement activities, these agreements help to maintain a competitive edge and prevent the disclosure of confidential information.

Free Independent Contractor Non-Compete Agreement PDF & Word
Free Independent Contractor Non-Compete Agreement PDF & Word

1. Identification of Parties

Clearly state the names and addresses of both the company (principal) and the subcontractor.

  • Specify the legal status of each party (e.g., corporation, sole proprietorship).

    • 2. Definition of Confidential Information

    Define the scope of confidential information that the subcontractor is prohibited from disclosing or using.

  • Include examples of confidential information, such as trade secrets, customer lists, proprietary technology, and financial data.

    • 3. Non-Compete Restrictions

    Clearly outline the geographic area and duration of the non-compete restrictions.

  • Specify the types of activities that the subcontractor is prohibited from engaging in after the termination of the agreement.

    • 4. Non-Solicitation Restrictions

  • Prohibit the subcontractor from soliciting the principal’s customers, employees, or other business relationships during and after the term of the agreement.

    • 5. Ownership of Intellectual Property

    Clarify ownership rights to any intellectual property created by the subcontractor during the course of the engagement.

  • Specify whether the subcontractor will assign ownership rights to the principal or retain certain rights.

    • 6. Confidentiality Obligations

    Require the subcontractor to maintain the confidentiality of all confidential information received from the principal.

  • Impose reasonable security measures to protect the confidentiality of such information.

    • 7. Survival Clause

    Ensure that the non-compete and confidentiality provisions survive the termination of the agreement.

  • Specify the duration of the survival period.

    See also  Intellectual Property Assignment Agreement Template

    • 8. Dispute Resolution

    Include a clause specifying the method for resolving disputes arising under the agreement.

  • Consider options such as mediation, arbitration, or litigation.

    • 9. Governing Law and Jurisdiction

    Specify the governing law that will apply to the agreement.

  • Indicate the jurisdiction in which any legal action arising under the agreement must be brought.

    • 10. Entire Agreement

  • State that the agreement constitutes the entire understanding between the parties and supersedes any prior or contemporaneous communications.

    • 11. Counterparts

  • Allow for the execution of the agreement in multiple counterparts, each of which shall be deemed an original.

    • 12. Severability

  • Provide that if any provision of the agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

    • 13. Notices

  • Specify the addresses to which notices should be sent.

    • Additional Considerations

    Reasonableness: Ensure that the non-compete restrictions are reasonable in terms of scope, duration, and geographic area.

  • Consideration: Provide adequate consideration to support the enforceability of the non-compete agreement.
  • Consult with an Attorney: Seek legal advice from an attorney experienced in drafting non-compete agreements to ensure that the document is legally sound and enforceable.

    • By carefully addressing these key elements and considering the additional factors outlined above, you can create a comprehensive subcontractor non-compete agreement that effectively protects your company’s interests.