This document is essential when shareholders need to be bound by competitive restrictions to protect company interests. The Non Compete Clause in Shareholders Agreement is particularly crucial in Malaysian business contexts where intellectual property, trade secrets, or market position need protection from shareholder competition. It must comply with Malaysian legal requirements, including the Contracts Act 1950 and Competition Act 2010, while balancing business protection with reasonable restrictions. The document typically covers duration, geographical scope, prohibited activities, and enforcement mechanisms, making it valuable for companies with multiple shareholders or those preparing for investment or expansion.
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1. Parties: Identification of all shareholders and the company, including registration numbers and addresses
2. Background: Context of the agreement, relationship between parties, and purpose of the non-compete provisions
3. Definitions: Key terms including 'Competing Business', 'Confidential Information', 'Territory', 'Restricted Period', and other relevant definitions
4. Duration of Non-Compete: Specific timeframe during which the non-compete obligations will be effective
5. Scope of Restrictions: Detailed description of prohibited activities and business areas
6. Geographical Limitations: Clear definition of the territorial scope of the non-compete restrictions
7. Exceptions and Permitted Activities: Activities explicitly allowed despite the non-compete restrictions
8. Consideration: The consideration provided in exchange for the non-compete obligations
9. Confidentiality Obligations: Protection of confidential information related to the business
10. Remedies and Enforcement: Consequences of breach and enforcement mechanisms
11. Severability: Provisions for maintaining validity if certain parts are found unenforceable
12. Governing Law and Jurisdiction: Confirmation of Malaysian law application and jurisdiction for disputes
1. Assignment and Transfer: Include when transfer of rights under the non-compete may be contemplated
2. Non-Solicitation Provisions: Add when protection against solicitation of employees, customers, or suppliers is needed
3. Special Shareholder Rights: Include when certain shareholders have unique rights or obligations regarding competition
4. Exit Provisions: Add when specific non-compete obligations apply upon shareholder exit
5. Monitoring and Reporting: Include when regular compliance reporting is required
6. Third Party Rights: Add when benefits of the non-compete should extend to related entities
7. Dispute Resolution: Include when specific dispute resolution mechanisms (e.g., arbitration) are preferred
1. Schedule 1: Competing Business Definition: Detailed list of business activities considered competitive
2. Schedule 2: Territorial Scope: Maps or detailed description of geographical areas covered
3. Schedule 3: Shareholder Details: Complete information about each shareholder and their shareholding
4. Schedule 4: Excluded Activities: List of specific activities exempted from non-compete restrictions
5. Appendix A: Compliance Certificate: Template for periodic confirmation of compliance with non-compete obligations
6. Appendix B: Notice Requirements: Procedures and forms for required notifications under the agreement
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