Non-Disclosure Agreement with Non-Compete Clause Examples

Explore practical examples of Non-Disclosure Agreements with Non-Compete clauses to protect your business interests.
By Jamie

Understanding Non-Disclosure Agreements with Non-Compete Clauses

Non-Disclosure Agreements (NDAs) with Non-Compete clauses are vital legal documents used to protect sensitive information and prevent competition from former employees or partners. These agreements ensure that confidential information remains private and that individuals do not use that information to compete against the disclosing party for a specified time and within a defined geographical area. Below are three practical examples of such agreements that can be adapted to various situations.

Example 1: NDA with Non-Compete for a Startup

In a startup environment, protecting trade secrets and business strategies is crucial. This example illustrates an NDA with a Non-Compete clause tailored for a technology startup.

The document is used when a startup hires a software developer who will have access to proprietary algorithms and business strategies. This ensures that the developer cannot disclose confidential information or create a competing product within a specified timeframe after leaving the company.

NON-DISCLOSURE AGREEMENT WITH NON-COMPETE CLAUSE

This Non-Disclosure Agreement (the "Agreement") is made effective as of [Date] between [Startup Name], located at [Address] (the "Disclosing Party"), and [Developer Name], located at [Address] (the "Receiving Party").

1. **Confidential Information**: The Receiving Party shall not disclose any proprietary information, including but not limited to software codes, algorithms, and business strategies, for a period of [e.g., 5 years] following the termination of employment.

2. **Non-Compete Clause**: The Receiving Party agrees not to engage in any business or activity that competes with the Disclosing Party for a period of [e.g., 2 years] within [e.g., 50 miles] of the Disclosing Party’s primary business location.

3. **Governing Law**: This Agreement shall be governed by the laws of [State].

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

[Signature of Disclosing Party]  [Signature of Receiving Party]

Notes:

  • Ensure the geographical scope and time frame for the Non-Compete clause are reasonable to enforce.
  • Consider consulting a legal professional to tailor the agreement to specific needs.

Example 2: NDA with Non-Compete for Franchise Agreements

Franchisors often require franchisees to sign an NDA with a Non-Compete clause to protect their brand and business model. This example is tailored for a restaurant franchise.

This agreement is used when a franchisor shares proprietary recipes and marketing strategies with a franchisee. The Non-Compete clause prevents the franchisee from opening a similar restaurant in a specific area after the termination of the franchise agreement.

NON-DISCLOSURE AGREEMENT WITH NON-COMPETE CLAUSE

This Non-Disclosure Agreement (the "Agreement") is made effective as of [Date] between [Franchisor Name], located at [Address] (the "Disclosing Party"), and [Franchisee Name], located at [Address] (the "Receiving Party").

1. **Confidential Information**: The Receiving Party agrees to keep confidential all proprietary information, including recipes, marketing strategies, and customer lists, for a period of [e.g., 3 years] after termination of this Agreement.

2. **Non-Compete Clause**: The Receiving Party shall not operate a restaurant that competes with the Disclosing Party within [e.g., 20 miles] of any location operated by the Disclosing Party for a period of [e.g., 5 years] following the termination of this Agreement.

3. **Governing Law**: This Agreement shall be governed by the laws of [State].

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

[Signature of Disclosing Party]  [Signature of Receiving Party]

Notes:

  • Clearly define what constitutes a competing business.
  • Include a clause regarding the return of confidential materials upon termination.

Example 3: NDA with Non-Compete for Consulting Services

Consultants often encounter sensitive information when working with clients. This example shows an NDA with a Non-Compete clause for a marketing consultant.

In this scenario, a marketing consultant has access to a client’s marketing strategies and customer data. The agreement ensures the consultant cannot disclose this information or start a competing marketing firm in the same region after the consulting engagement ends.

NON-DISCLOSURE AGREEMENT WITH NON-COMPETE CLAUSE

This Non-Disclosure Agreement (the "Agreement") is made effective as of [Date] between [Client Name], located at [Address] (the "Disclosing Party"), and [Consultant Name], located at [Address] (the "Receiving Party").

1. **Confidential Information**: The Receiving Party agrees to maintain the confidentiality of all proprietary information, including marketing strategies, client lists, and business plans, for a period of [e.g., 4 years] following the end of this Agreement.

2. **Non-Compete Clause**: The Receiving Party shall not provide similar marketing consulting services to any business that competes with the Disclosing Party within [e.g., 30 miles] of the Disclosing Party's primary location for a period of [e.g., 2 years] after the termination of this Agreement.

3. **Governing Law**: This Agreement shall be governed by the laws of [State].

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

[Signature of Disclosing Party]  [Signature of Receiving Party]

Notes:

  • Specify the type of consulting services that are considered competitive.
  • Consider including a clause that addresses potential damages for breach of the agreement.