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Vendor Non Compete Agreement for India

Vendor Non Compete Agreement Template for India

A comprehensive legal agreement governed by Indian law that establishes restrictions on a vendor's competitive activities while maintaining a business relationship with the company. The agreement addresses key aspects such as confidentiality, non-competition during the contract term, and protection of legitimate business interests, all structured within the framework of Indian contract law, particularly Section 27 of the Indian Contract Act, 1872. The document includes specific provisions for protecting proprietary information, defining restricted activities, and establishing remedies for breach while ensuring enforceability under Indian legal principles.

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What is a Vendor Non Compete Agreement?

The Vendor Non-Compete Agreement is essential for businesses operating in India seeking to protect their legitimate interests while engaging with external vendors. This document becomes crucial when vendors have access to sensitive business information, proprietary technology, or strategic plans. Given the Indian legal framework, particularly Section 27 of the Indian Contract Act, 1872, which generally considers post-contractual non-compete clauses void, this agreement focuses on enforceable restrictions during the term of engagement. It includes detailed provisions for confidentiality, specific competitive restrictions, and clear definitions of protected information. The agreement is structured to balance business protection with legal compliance, incorporating necessary elements for enforcement under Indian law while respecting the fundamental right to trade and business under Article 19(1)(g) of the Indian Constitution.

What sections should be included in a Vendor Non Compete Agreement?

1. Parties: Identification of the contracting parties - the business entity and the vendor

2. Background: Context of the agreement, nature of the business relationship, and legitimate business interests being protected

3. Definitions: Key terms including Confidential Information, Competitive Activities, Territory, and Restricted Period

4. Scope of Engagement: Nature of services/goods provided by the vendor and the general business relationship

5. Non-Compete Obligations: Specific restrictions during the contract term, carefully worded to be enforceable under Indian law

6. Confidentiality Obligations: Protection of confidential information, trade secrets, and intellectual property

7. Term and Termination: Duration of the agreement and circumstances for termination

8. Representations and Warranties: Statements of fact and promises by both parties regarding their capacity and commitments

9. Remedies: Available remedies in case of breach, focusing on enforceable options under Indian law

10. Governing Law and Jurisdiction: Specification of Indian law as governing law and jurisdiction for disputes

11. Entire Agreement: Standard boilerplate confirming this document represents the complete agreement between parties

What sections are optional to include in a Vendor Non Compete Agreement?

1. Non-Solicitation: Additional restrictions on soliciting employees or customers, used when relevant to the business relationship

2. Audit Rights: Right to audit vendor's compliance, included for high-risk or sensitive business relationships

3. Insurance Requirements: Specific insurance obligations, included for high-value or high-risk services

4. Data Protection: Specific data protection obligations, included when personal or sensitive data is involved

5. Intellectual Property Rights: Detailed IP provisions, included when significant IP is involved in the vendor relationship

6. Force Majeure: Provisions for unforeseen circumstances, included for long-term or critical vendor relationships

What schedules should be included in a Vendor Non Compete Agreement?

1. Schedule A - Restricted Activities: Detailed list of specific activities that constitute competitive activities

2. Schedule B - Territory: Detailed description of geographical areas where restrictions apply

3. Schedule C - Confidential Information: Detailed categorization of information considered confidential

4. Schedule D - Service Scope: Detailed description of services/goods provided by the vendor

5. Appendix 1 - Compliance Certificate: Template for periodic compliance certification by the vendor

6. Appendix 2 - Authorized Representatives: List of authorized representatives from both parties for communications

Authors

Alex Denne

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

Jurisdiction

India

Publisher

Ƶ

Document Type

Vendor Agreement

Cost

Free to use
Relevant legal definitions


























Clauses

























Relevant Industries

Information Technology

Manufacturing

Professional Services

Healthcare

Retail

Financial Services

Telecommunications

Research and Development

Pharmaceuticals

Engineering

Consulting Services

E-commerce

Relevant Teams

Legal

Procurement

Vendor Management

Operations

Finance

Compliance

Risk Management

Supply Chain

Commercial

Business Development

Relevant Roles

Chief Legal Officer

Procurement Manager

Vendor Relations Manager

Contract Administrator

Legal Counsel

Supply Chain Manager

Chief Financial Officer

Business Development Manager

Operations Director

Risk Management Officer

Compliance Officer

General Counsel

Commercial Director

Strategic Sourcing 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,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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