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Non-solicitation agreement (unilateral)

This is a unilateral non-solicitation agreement: all the non-solicitation obligations restrict the freedom of one party for the benefit of the other.

The specific non-solicitation restrictions in the document include: (i) a prohibition on entering into contracts or other business dealings with relevant persons; (ii) a prohibition on employing or becoming the employee of relevant persons; (iii) a prohibition on forming a company with relevant persons; and (iv) various prohibitions on interfering in the relationships between the first party and the relevant persons.

English law contracts may be unenforceable if there is no consideration or quid pro quo. Accordingly, this template includes a clause covering consideration, whether nominal or substantial.

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Non-solicitation agreement (unilateral) contents

  1. Definitions: definitions.
  2. Term: commencement of term; end of term.
  3. Consideration: consideration benefiting second party.
  4. Non-solicitation: restrictions on
    Second Party
    non-solicitation restrictions period; non-solicitation restrictions on second party; non-solicitation restrictions on affiliates; restrictions in section are reasonable; general exception to non-solicitation restrictions.
  5. Warranties: first party warranty of authority; second party warranty of authority; exclusion of implied warranties and representations.
  6. Second Party
    second party indemnifies first party upon breach.
  7. Termination: termination by either party without cause; termination by either party upon breach; termination upon insolvency.
  8. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights.
  9. Notices: methods and deemed receipt of contractual notices; contact details for contractual notices; substitute contact details for notices.
  10. General: no waiver; severability; variation written and signed; no assignment without written consent; no third party rights; caveats to limits of liability; entire agreement; governing law; exclusive jurisdiction.
  11. Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.
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