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PLAYBOOK TEMPLATES

Subcontracting Agreement

A Subcontracting Agreement defines obligations between a primary contractor and subcontractor for project execution. This playbook examines flow-down provisions, performance guarantees, and dispute management.

Restrictive Covenants

Why This Matters: Overbroad covenants may be unenforceable, while insufficient restrictions can lead to talent loss and competitive harm.

Negotiation strategy

If you're the Primary Contractor:

Ensure the restrictive covenants are tailored to protect legitimate business interests without overreaching. Consider the specific roles and access to sensitive information when drafting these clauses.

If you're the Contractor:

Negotiate for reasonable time and geographic limitations to ensure post-employment opportunities are not unduly restricted. Seek clarity on what constitutes competition.

Essential elements

1

Non-Compete Clause

Restricts competitive activities post-employment.
2

Non-Solicitation Clause

Prevents solicitation of clients or employees.
3

Non-Poaching Clause

Restricts recruitment of company's staff.

Action framework

ACCEPT

Propose edits if the geographic scope or time period is too broad.

EDIT

Reject if the clause is unenforceable under local laws.

ADD

Add if missing to protect against competitive harm.

PRO TIP

Always include a severability clause to ensure enforceability of remaining provisions.

Example clauses

FAVORABLE

Preferred Non-Compete Clause

"The Employee agrees that during the term of their employment and for a period of [insert time period] following the termination of their employment for any reason, they will not, directly or indirectly, engage in, own, manage, operate, control, or participate in the ownership, management, operation, or control of any business that competes with the Company within [insert geographic area]."
NEUTRAL

Reasonable Non-Compete Clause

"The Employee agrees not to engage in competitive activities within a reasonable geographic area for a limited time post-employment."
UNFAVORABLE

Overbroad Non-Compete Clause

"The Employee agrees not to work in any capacity for any competitor worldwide for five years post-employment."

Fallbacks

High-Risk Projects

In high-risk projects, more stringent covenants may be justified to protect sensitive information and client relationships.

Senior Executives

For senior executives, broader restrictions may be necessary due to their access to strategic information and influence.

Entry-Level Positions

For entry-level positions, restrictions should be minimal to avoid unnecessary limitations on career growth.
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