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Non Competition Non Solicitation And Confidentiality Agreement Template for Canada

A comprehensive legal agreement used in Canadian jurisdictions to protect an organization's confidential information, business relationships, and competitive interests. The document combines three crucial elements: non-competition provisions that restrict involvement in competing businesses, non-solicitation clauses that prevent poaching of customers and employees, and confidentiality obligations that protect sensitive information. This agreement must be carefully drafted to comply with both federal and provincial Canadian laws, ensuring restrictions are reasonable and enforceable while balancing business protection with individual rights to earn a livelihood.

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What is a Non Competition Non Solicitation And Confidentiality Agreement?

The Non Competition Non Solicitation And Confidentiality Agreement is a vital legal instrument used in Canadian business contexts to safeguard an organization's legitimate business interests. It is typically implemented when engaging employees, contractors, or business partners who will have access to sensitive information, key client relationships, or strategic business knowledge. The agreement addresses three critical areas: preventing unfair competition, protecting against solicitation of customers and employees, and maintaining confidentiality of proprietary information. This document must be drafted in accordance with Canadian federal and provincial laws, particularly considering recent legislative changes in provinces like Ontario regarding non-compete provisions. The agreement is especially crucial during mergers, acquisitions, senior-level hiring, and when engaging specialized consultants or contractors.

What sections should be included in a Non Competition Non Solicitation And Confidentiality Agreement?

1. Parties: Identifies the contracting parties - typically the employer/company and the employee/contractor

2. Background: Explains the context of the agreement and the parties' relationship

3. Definitions: Defines key terms including Confidential Information, Competitive Business, Protected Customers, etc.

4. Confidentiality Obligations: Details the obligations regarding confidential information, including use restrictions, security measures, and return of information

5. Non-Competition Covenant: Specifies restrictions on competing activities, including duration and geographic scope

6. Non-Solicitation of Customers: Prohibits solicitation of company's customers and business partners

7. Non-Solicitation of Employees: Restricts recruitment or hiring of company employees

8. Intellectual Property Rights: Addresses ownership and protection of IP developed during employment/engagement

9. Duration and Term: Specifies how long the various restrictions remain in effect

10. Acknowledgments: Confirms the reasonableness of restrictions and independent legal advice

11. Remedies: Outlines available remedies for breach, including injunctive relief

12. General Provisions: Standard clauses including governing law, severability, and amendment procedures

What sections are optional to include in a Non Competition Non Solicitation And Confidentiality Agreement?

1. Garden Leave: Optional provision for paid leave during notice period to protect business interests

2. Exit Obligations: Specific procedures for departure and handover of responsibilities

3. Dispute Resolution: Alternative dispute resolution procedures such as mediation or arbitration

4. Training and Development Costs: Repayment obligations for training costs if leaving within specified period

5. Social Media and Digital Assets: Specific provisions regarding social media accounts and online presence

6. Post-Termination Assistance: Requirements to assist with transition after departure

7. Consideration: Specific section detailing additional consideration for post-employment restrictions

What schedules should be included in a Non Competition Non Solicitation And Confidentiality Agreement?

1. Schedule A - Confidential Information: Detailed list of types of confidential information covered

2. Schedule B - Restricted Territory: Map or description of geographic areas where non-compete applies

3. Schedule C - Restricted Business Activities: Detailed description of prohibited business activities

4. Schedule D - Protected Customers: List or categories of customers covered by non-solicitation

5. Schedule E - Consideration Details: Specifics of any additional consideration provided for the restrictions

6. Appendix 1 - Acknowledgment Form: Form confirming receipt and understanding of 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

Jurisdiction

Canada

Publisher

Genie AI

Cost

Free to use

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