NON-COMPETE AGREEMENT

This Non-Compete Agreement (“Agreement”) is executed on {{f1_date}} (“Effective Date”).

PARTIES

{{f2_name_of_company_employer}}, a company incorporated under the Companies Act, 2013, having its registered office at {{f3_registered_office_address}} (“Company”);

{{f4_name_of_individual}}, residing at {{f5_address_of_individual}} (“Restricted Party”).

The Company and the Restricted Party are hereinafter individually referred to as a “Party” and collectively as the “Parties”.

1. BACKGROUND

1.1. The Restricted Party has been employed / engaged by the Company as {{f6_designation_role}} and has had access to confidential, proprietary, and commercially sensitive information of the Company.

1.2. The Parties acknowledge that reasonable restrictions are necessary to protect the Company’s legitimate business interests.

2. DEFINITIONS

2.1. “Competing Business” means any business that is substantially similar to or directly competitive with the business of the Company, namely {{f7_specific_business_activity}}.

2.2. “Restricted Period” means:
(a) during the continuance of employment / engagement; and
(b) for {{f8_post_termination_period}} after cessation, to the extent enforceable under Indian law.

2.3. “Restricted Territory” means {{f9_territory}}.

3. NON-COMPETE OBLIGATION

3.1. During the Restricted Period, the Restricted Party shall not, directly or indirectly:
(a) engage in, operate, manage, or be employed by a Competing Business within the Restricted Territory;
(b) provide advisory, consultancy, or technical services to a Competing Business;
(c) hold any material financial interest in a Competing Business, except as a passive investor holding less than {{f10_field}} of listed securities.

3.2. The Parties expressly agree that the restriction during the term of employment/engagement is absolute and enforceable.

3.3. Post-termination restrictions shall be interpreted and enforced only to the extent permitted under Section 27 of the Indian Contract Act, 1872, and shall operate primarily as a protection of trade secrets, confidential information, and customer connections.

4. NON-SOLICIT (SEVERABLE AND INDEPENDENT)

4.1. During the Restricted Period, the Restricted Party shall not:
(a) solicit or attempt to solicit any employee, consultant, or key managerial personnel of the Company;
(b) solicit or deal with customers, clients, or business partners of the Company with whom the Restricted Party had material interaction during the last {{f11_number}} months of association.

4.2. This Clause shall survive termination and shall be enforceable independently of the non-compete obligation.

5. CONFIDENTIALITY AND TRADE SECRETS

5.1. Nothing in this Agreement limits the Restricted Party’s perpetual obligation to maintain confidentiality of the Company’s trade secrets, proprietary information, and business know-how.

5.2. The Restricted Party acknowledges that misuse of confidential information constitutes irreparable harm.

6. CONSIDERATION

6.1. The Parties acknowledge that this Agreement is supported by valid consideration, being:
{{f12_employment_continued_employment_separate_consideration_amount}}.

7. REASONABLENESS AND SEVERABILITY

7.1. The Restricted Party acknowledges that the restrictions under this Agreement are reasonable as to duration, scope, and territory.

7.2. If any restriction is held unenforceable, such restriction shall be:
(a) severed; or
(b) read down to the maximum extent permissible,
without affecting the validity of remaining provisions.

8. INJUNCTIVE RELIEF

8.1. The Company shall be entitled to seek injunctive and equitable relief, without the requirement of proving actual damages, in the event of breach or threatened breach.

9. INDEMNITY

9.1. The Restricted Party shall indemnify the Company against all losses arising from breach of this Agreement or misuse of confidential information.

10. TERM

10.1. This Agreement shall remain effective for the Restricted Period as defined herein.

11. GOVERNING LAW AND DISPUTE RESOLUTION

11.1. This Agreement shall be governed by and construed in accordance with the laws of India.

11.2. Any dispute arising out of or in connection with this Agreement shall be resolved by arbitration under the Arbitration and Conciliation Act, 1996.

Seat and venue: {{f13_city_india}}
Language: English.

11.3. Courts at {{f14_city_india}} shall have exclusive jurisdiction for interim and injunctive relief.

12. ENTIRE AGREEMENT

12.1. This Agreement constitutes the entire understanding between the Parties with respect to the subject matter and supersedes all prior arrangements.

13. AMENDMENT

13.1. Any amendment shall be valid only if made in writing and signed by both Parties.

EXECUTION

IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first written above.

For the Company
Name: {{f15_name}}
Designation: {{f16_designation}}
Signature: _______________________
Date: {{f17_date}}

Restricted Party
Name: {{f18_name}}
Signature: _______________________
Date: {{f19_date}}

Non-Compete Agreement

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