This template is for a non-solicitation agreement containing confidentiality provisions, and comes in both unilateral and mutual versions.
The unilateral non-solicitation agreement protects only one of the parties. The mutual agreement binds both parties, helping to ensure that neither party threatens the other's business relationships, or discloses the other's confidential information.
This template allows the parties to tailor the non-solicitation restrictions, which may for instance prohibit soliciting a specified associate for employment, entering into a business contract or arrangement with the associate, or setting up a joint business venture with the associate. Both parties must agree to the restrictions and affirm that they are reasonable. This agreement sets time limits for restrictions on dealings with former associates, including the length of time the restrictions will remain effective after the termination of the agreement.
Confidentiality clauses are important legal tools created to protect sensitive information that may be disclosed in the course of a business arrangement.
This agreement sets out the standard of care provisions that must be met to protect the confidential information. A requirement for written consent is set out when disclosure is deemed acceptable. The circumstances necessary for public disclosure are also addressed.
The agreement recognises intellectual property rights, but expressly excludes the transfer or license of these rights under the agreement.
The template seeks to aid compliance with the requirements of the Data Protection Act 1998 relating to the disclosure of personal data.
In the unilateral template, a special "consideration" clause has been included to help ensure the basic requirements for an English law contract are met.
Parties entering into a joint business venture can benefit from this type of contract. Other common situations where this type of agreement is necessary include when a business is seeking venture capital from financial backers, or if individuals or companies are contemplating the joint development of products.
Note that the restraints of trade doctrine, and UK and EU competition law, may affect the enforceability of this type of agreement.