Confidentiality and Non-Dealing
This Confidentiality and Non-Dealing Agreement is designed for use alongside a Services Agreement. In some relationships between a Company and a Contractor, the provision of Services by the Contractor will require a degree of interaction between the Contractor and the Company's customers or clients. In many cases, the Contractor will handle considerable amounts of confidential information relating to the Company and its business - information which would be very useful to its competitors.
This Non-Dealing Agreement differs from the Non-Solicitation version by going further in the provision preventing future contact between the contractor and the company’s clients. This Non Dealing Agreement operates to prevent any future tranactions between the contractor and clients of the company, regardless of who approaches who, in the absence of a waiver.
This Agreement sets out restrictions on the use, by the Contractor, of any confidential information or customer details and their provision of services to competitors during and after their term of Service. The Company is given the ability to waive these restrictions in writing for specific circumstances on the request of the Contractor.
The principal restrictions governing the use of customer details post-termination and working with competitors contain various options. The geographical area within which the restrictions can be applied may be specified, as can the period of time for which the restrictions last. These should be set as reasonable figures. Failure to do so may render those elements of the agreement void. As to what is reasonable in your specific circumstances, legal advice should be sought.
This Confidentiality Non-Dealing Agreement contains the following clauses:
- Definitions and Interpretations
- Confidential Information
- Clients and Non-Dealing
- Non-Competition
- Severance
- Miscellaneous
- Termination
- Applicable Law and Jurisdiction
and two optional schedules:
- Services
- Territory
This Non-Dealing Agreement is in open format. Either enter the requisite details in the highlighted fields or adjust the wording to suit your purposes.
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