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: Clear scope reduces the risk of disputes over work expectations and unauthorized tasks, protecting both parties’ interests.
Negotiation strategy
If you're the Company:
Ensure the scope of work is detailed and aligns with the company's objectives. Include specific deliverables and performance metrics to measure success.
If you're the Contractor:
Negotiate for clear definitions of duties and deliverables to avoid scope creep. Ensure timelines are realistic and agreed upon.
Essential elements
1
Duties and Responsibilities
Outlines specific tasks and roles.
2
Deliverables
Lists required outputs and standards.
3
Performance Metrics
Defines success criteria and reviews.
Action framework
ACCEPT
Propose edits if duties or deliverables are unclear or incomplete.
EDIT
Reject if the scope is too vague or lacks measurable metrics.
ADD
Add clauses for amendment procedures to prevent scope creep.
PRO TIP
Regularly review the scope of work to ensure alignment with project goals and prevent misunderstandings.
Example clauses
FAVORABLE
Comprehensive Scope of Work Clause
"The Worker shall perform the duties and responsibilities as outlined in Exhibit A attached hereto. These duties include, but are not limited to, [specific duties]. The Worker agrees to devote the necessary time, attention, and skill to perform these duties to the best of their ability and in accordance with the standards set forth by the Company."
NEUTRAL
Basic Deliverables Clause
"The Worker shall deliver the following deliverables: [list of deliverables]. Each deliverable must meet the specifications and quality standards as detailed in Exhibit B."
UNFAVORABLE
Vague Scope of Work Clause
"The Worker shall perform tasks as needed to complete the project."
Fallbacks
Complex Projects with Multiple Phases
For projects involving multiple phases or complex deliverables, ensure each phase has its own detailed scope, deliverables, and performance metrics.
High-Risk Projects
In high-risk projects, include contingency plans and risk management strategies within the scope of work.
Short-Term Contracts
For short-term contracts, focus on immediate deliverables and quick performance assessments to ensure timely completion.
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WEEK 2
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WEEK 3
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WEEK 4
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