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Non Compete Sales Agreement

Non Compete Sales Agreement Template for Philippines

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Key Requirements PROMPT example:

Non Compete Sales Agreement

"I need a Non-Compete Sales Agreement for our pharmaceutical distribution company in the Philippines, restricting our senior sales representatives from working with competitors across Metro Manila and Cebu for 2 years after termination, with specific provisions for protecting our hospital client relationships."

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Document background
The Non-Compete Sales Agreement is essential in commercial relationships where businesses need to protect their market position, customer relationships, and confidential information in the Philippines. This document is typically used when engaging sales representatives, distributors, or agents who will have access to sensitive business information and customer relationships. The agreement must carefully balance business protection with Philippine legal requirements, ensuring restrictions are reasonable in duration, geographic scope, and business activities. It should comply with Philippine competition laws, constitutional rights to work, and established jurisprudence on non-compete clauses. The document typically includes specific provisions on restricted territories, prohibited activities, compensation, and enforcement mechanisms, all structured to meet Philippine legal standards for enforceability.
Suggested Sections

1. Parties: Identifies and defines the parties entering into the agreement, including their legal names, addresses, and registration details

2. Background: Sets out the context of the agreement, including the business relationship between the parties and the purpose of the non-compete restrictions

3. Definitions: Defines key terms used throughout the agreement, including 'Restricted Business', 'Territory', 'Restricted Period', and other relevant terms

4. Scope of Non-Compete: Details the specific activities prohibited under the agreement, including business activities, customer engagement, and market restrictions

5. Duration and Territory: Specifies the time period and geographic area where the non-compete restrictions apply

6. Consideration: States the compensation or benefit provided in exchange for the non-compete obligations

7. Confidentiality Obligations: Outlines the obligations regarding confidential information and trade secrets

8. Representations and Warranties: Contains statements of fact and promises made by each party

9. Enforcement and Remedies: Details the consequences of breach and available remedies, including injunctive relief

10. General Provisions: Standard contract clauses including governing law, jurisdiction, amendment process, and severability

Optional Sections

1. Non-Solicitation: Additional restrictions on soliciting employees, customers, or suppliers - used when broader protection is needed

2. Training and Support: Details any training or support provided as part of the consideration - relevant when the agreement is part of a larger business relationship

3. Post-Termination Obligations: Specific obligations after the termination of the primary business relationship - used in employment or contractor contexts

4. Compliance with Laws: Specific provisions regarding compliance with Philippine competition laws - important for highly regulated industries

5. Dispute Resolution: Alternative dispute resolution mechanisms - recommended for international parties or high-value agreements

6. Assignment and Succession: Rules for transferring rights under the agreement - important for corporate restructuring scenarios

Suggested Schedules

1. Schedule A - Restricted Territory: Detailed map or list of geographic areas covered by the non-compete restrictions

2. Schedule B - Restricted Business Activities: Comprehensive list of prohibited business activities and market segments

3. Schedule C - Consideration Details: Breakdown of compensation or benefits provided in exchange for the non-compete obligations

4. Schedule D - Confidential Information: Detailed list of types of confidential information covered by the agreement

5. Appendix 1 - Company Products/Services: List of products or services covered by the non-compete restrictions

6. Appendix 2 - Key Customers/Clients: List of specific customers or clients covered by the restrictions, if applicable

Authors

Alex Denne

Head of Growth (Open Source Law) @ 抖阴短视频 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions


































Clauses






























Relevant Industries

Retail

Technology

Pharmaceuticals

Financial Services

Professional Services

Manufacturing

Consumer Goods

Telecommunications

Insurance

Real Estate

Medical Devices

Software and IT

Industrial Equipment

Automotive

Relevant Teams

Sales

Business Development

Commercial Operations

Channel Management

Distribution

Account Management

Legal

Compliance

Human Resources

Contract Administration

Relevant Roles

Sales Director

Sales Manager

Account Executive

Business Development Manager

Regional Sales Manager

Sales Representative

Distribution Manager

Channel Manager

Territory Manager

Key Account Manager

Sales Operations Manager

Commercial Director

VP of Sales

Chief Revenue Officer

Export Manager

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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