A Non-Compete & Non-Solicitation Agreement restricts post-employment competition and solicitation of clients or employees. This playbook focuses on enforceability standards, scope limitations, and remedies for breach.
Why This Matters: Strong confidentiality and IP clauses safeguard proprietary assets and reduce the risk of misappropriation.
Negotiation strategy
If you're the Company:
Ensure that all intellectual property created during the contract is assigned to the company. Include specific language that prevents the contractor from using confidential information beyond the scope of the agreement.
If you're the Contractor:
Negotiate for clear definitions of confidential information and intellectual property. Seek reasonable limitations on the use of confidential information to protect your interests.
Essential elements
1
Confidentiality Obligations
Restrictions on use and disclosure.
2
IP Ownership Assignment
Assigns IP rights to the company.
3
Return of Materials
Return or delete confidential materials.
Action framework
ACCEPT
Propose edits if the clause lacks clarity on the scope of confidentiality or IP rights.
EDIT
Reject if the clause fails to protect proprietary information adequately.
ADD
Add language to address jurisdiction-specific requirements or additional protections.
PRO TIP
Always ensure confidentiality clauses specify the purpose and precautions for handling sensitive information.
Example clauses
FAVORABLE
Preferred Confidentiality Clause
"Recipient agrees to maintain in strict confidence and not disclose to any third party any Confidential Information received from Discloser, except as required by law or with Discloser's prior written consent. Recipient shall use the Confidential Information solely for the purpose of [specify purpose] and shall take all reasonable precautions to protect the confidentiality of such information."
NEUTRAL
Standard IP Ownership Clause
"All intellectual property rights created during the term of this Agreement shall be owned by the Company."
UNFAVORABLE
Weak Confidentiality Clause
"Recipient may use Confidential Information as deemed necessary without prior consent."
Fallbacks
High-Risk Projects
In high-risk projects, ensure clauses are robust to prevent any potential leaks of sensitive information and secure IP rights comprehensively.
Cross-Border Agreements
For cross-border agreements, adapt clauses to comply with international laws and ensure enforceability across jurisdictions.
Start-Up Collaborations
In start-up collaborations, focus on clear IP ownership terms to avoid future disputes over innovations and developments.
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WEEK 3
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WEEK 4
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