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1. Parties: Identification of the consulting company/individual and the client company
2. Background: Context of the consulting relationship and reason for the non-compete agreement
3. Definitions: Key terms including Confidential Information, Competing Activities, Territory, and Restricted Period
4. Scope of Consulting Services: Brief overview of consulting services to establish context for non-compete restrictions
5. Non-Compete Obligations: Detailed restrictions on competitive activities, including specific prohibited activities
6. Geographic Scope: Clear definition of the territorial limits of the non-compete obligation
7. Duration: Specific timeframe for the non-compete obligations
8. Consideration: Compensation or consideration provided in exchange for the non-compete obligations
9. Confidentiality Obligations: Protection of confidential information and trade secrets
10. Enforcement and Remedies: Legal remedies available in case of breach, including potential liquidated damages
11. General Provisions: Standard clauses including governing law, jurisdiction, and severability
1. Garden Leave: Optional provisions for paid non-compete period, particularly relevant for senior consultants
2. Client Non-Solicitation: Additional restrictions on approaching client's customers, used when consultant has significant client contact
3. Employee Non-Solicitation: Restrictions on hiring client's employees, relevant when consultant works closely with client staff
4. Post-Termination Obligations: Additional obligations beyond non-compete, used for complex consulting relationships
5. Compliance with Professional Standards: Reference to professional codes of conduct, relevant for regulated professions
6. Assignment Rights: Terms for transferring agreement rights, relevant for corporate restructuring scenarios
7. Alternative Dispute Resolution: Mediation or arbitration provisions, useful for international consulting relationships
1. Schedule 1: Restricted Activities: Detailed list of specific activities prohibited under the non-compete
2. Schedule 2: Territory Definition: Detailed description or maps of geographical areas covered by restrictions
3. Schedule 3: Compensation Details: Breakdown of any consideration paid for non-compete obligations
4. Appendix A: Confidential Information: Categories and examples of confidential information covered
5. Appendix B: Client Relationships: List of key client relationships covered by non-solicitation (if applicable)
6. Appendix C: Compliance Certification: Form for periodic certification of compliance with non-compete obligations
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