NDA, Non-Compete & Non-Solicitation Agreement



This bundle includes three contracts:

The first two are versions of the same contract: one is a MUTUAL Confidentiality, Non-Compete and Non-Solicitation Agreement (meaning that it obligates BOTH parties to refrain from competition and disclosure of sensitive information); and the other is a ONE-SIDED version of the same agreement, which means only ONE of the parties is bound by the contract.

As the titles suggest, these are both relatively complex agreements consisting of three separate and distinct parts:

1) A Confidentiality (or Non-Disclosure) Agreement: This provision requires the parties to protect each other’s confidential information. While in some situations a one-sided confidentiality clause is perfectly appropriate (such as where only one of the parties will be exposed to the other’s trade secrets), this isn’t always the case. If it is anticipated that both parties will reveal proprietary information to the other during the contract, a Mutual Confidentiality Clause in which both parties agree to protect each other’s confidential information is a more fitting solution.

2) A Non-Compete Agreement: This provision requires one or both parties to not compete with the other, directly or indirectly, within the geographical bounds defined in the contract.

3) A Non-Solicitation Agreement: This part states that one or both of the parties are prohibited from soliciting the other’s clients, customers, employees, contractors, vendors and/or business partners.

With both of these contracts, it is up to you whether you want to keep all three sections or not. For example, if you only negotiated a simple Non-Compete and/or Non-Solicitation Agreement with no NDA provisions, feel free to delete the NDA section. There are many ways to customize these contracts to fit exactly what you negotiated.

The third template is a stand-alone Confidentiality / Non-Disclosure Agreement (NDA).

Disclaimer: While in most states non-compete agreements are perfectly valid and enforceable, there are a few jurisdictions where they either aren’t allowed at all in certain circumstances (such as employment relationships), or their permissible use is extremely limited. Because of this, you should always research the non-compete rules of your particular state for the type of contract or relationship at issue, so that you can take the necessary steps (such as limiting your non-compete to a narrow geographic area or a maximum allowable duration) to ensure that the agreement will be fully enforceable.