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Restrictive Covenants Shareholders Agreement Template for England and Wales

A Restrictive Covenants Shareholders Agreement under English and Welsh law is a legally binding document that establishes restrictions on shareholders' activities to protect the company's legitimate business interests. It typically includes non-compete, non-solicitation, and confidentiality provisions, defining the scope, duration, and geographic limitations of these restrictions. The agreement ensures compliance with UK competition law while maintaining reasonable and enforceable limitations on shareholder activities post-exit.

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What is a Restrictive Covenants Shareholders Agreement?

The Restrictive Covenants Shareholders Agreement is essential for companies seeking to protect their business interests from competitive activities by current or departing shareholders. This document, governed by English and Welsh law, becomes particularly crucial during ownership transitions, company sales, or when shareholders have access to sensitive information. It typically includes detailed provisions on non-competition, non-solicitation of customers and employees, and confidentiality obligations, all carefully drafted to ensure enforceability under UK law while balancing the company's protection with reasonable restrictions on shareholder activities.

What sections should be included in a Restrictive Covenants Shareholders Agreement?

1. Parties: Identification of all shareholders party to the agreement

2. Background: Context of the agreement and relationship between parties

3. Definitions: Key terms used throughout the agreement

4. Duration of Restrictions: Time period for which restrictions apply

5. Geographic Scope: Territorial limits of restrictions

6. Non-Competition Covenant: Specific prohibited competitive activities

7. Non-Solicitation of Customers: Restrictions on approaching company customers

8. Non-Solicitation of Employees: Restrictions on hiring company employees

9. Confidentiality: Protection of company confidential information

10. Governing Law: Specification of English and Welsh law governance

What sections are optional to include in a Restrictive Covenants Shareholders Agreement?

1. Garden Leave: Terms for paid leave during notice period - use when shareholders are also employees

2. Intellectual Property Protection: Additional IP safeguards - use when company has significant IP assets

3. Non-Dealing Covenant: Broader restriction on any dealings with customers - use for higher-risk situations

4. Step-In Rights: Rights to take control of shareholder's interests - use for key shareholders or high-risk scenarios

What schedules should be included in a Restrictive Covenants Shareholders Agreement?

1. Schedule 1: Restricted Territory: Detailed geographic boundaries of restrictions

2. Schedule 2: Restricted Customers: List of specific customers covered by restrictions

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

4. Schedule 4: Confidential Information: Detailed categorization of protected information

5. Appendix A: Deed of Adherence: Template for new shareholders to join 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

Jurisdiction

England and Wales

Publisher

Genie AI

Cost

Free to use

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