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Non Solicitation Agreement for Philippines

Non Solicitation Agreement Template for Philippines

A Non-Solicitation Agreement under Philippine law is a legally binding document that restricts one party from soliciting employees, customers, clients, or suppliers from another party. This agreement is particularly important in the Philippine business context, where employee mobility and business relationships are key concerns, especially in sectors like BPO and IT. The document must comply with Philippine labor laws, competition regulations, and constitutional provisions while protecting legitimate business interests. It typically includes specific provisions on duration, geographic scope, and covered entities, with careful consideration given to reasonableness and enforceability under Philippine jurisdiction.

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Non Solicitation Agreement

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What is a Non Solicitation Agreement?

The Non-Solicitation Agreement serves as a crucial business protection tool in the Philippine legal framework, commonly used in employment relationships, business sales, partnerships, and service agreements. This document becomes particularly relevant in scenarios involving key employee transitions, business partnerships, or when protecting established client relationships. The agreement must be carefully drafted to ensure compliance with Philippine labor laws, competition regulations, and constitutional rights while effectively protecting legitimate business interests. It typically specifies restricted activities, covered entities, duration, and geographic scope, with enforcement mechanisms aligned with Philippine legal requirements. The document is especially important in industries with high employee mobility or significant client relationships, such as technology, consulting, and business process outsourcing sectors.

What sections should be included in a Non Solicitation Agreement?

1. Parties: Identifies and defines the contracting parties, including their legal names, addresses, and any relevant corporate details

2. Background: Explains the context and purpose of the agreement, including the nature of the business relationship between the parties

3. Definitions: Defines key terms used throughout the agreement, including 'solicitation', 'restricted period', 'covered entities', etc.

4. Scope of Non-Solicitation: Details the specific types of solicitation that are prohibited (employees, customers, suppliers, etc.)

5. Duration: Specifies the time period during which the non-solicitation obligations will remain in effect

6. Geographic Coverage: Defines the territorial scope where the non-solicitation restrictions apply

7. Exceptions and Permitted Activities: Lists specific activities that are allowed despite the general non-solicitation provisions

8. Acknowledgment of Reasonableness: Statement acknowledging that the restrictions are reasonable and necessary to protect legitimate business interests

9. Remedies for Breach: Outlines the consequences of violating the agreement, including potential remedies and damages

10. Governing Law and Jurisdiction: Specifies that Philippine law governs the agreement and designates courts for dispute resolution

11. Severability: Ensures that if any provision is found invalid, the rest of the agreement remains enforceable

12. Entire Agreement: Confirms that this document represents the complete agreement between parties on this matter

What sections are optional to include in a Non Solicitation Agreement?

1. Confidentiality Obligations: Additional provisions regarding confidential information, used when the parties haven't executed a separate NDA

2. Assignment: Provisions regarding the ability to transfer rights under the agreement, included for corporate entities or potential M&A scenarios

3. Consideration: Specific section detailing the consideration provided, included when there's a separate payment or benefit for the non-solicitation obligations

4. Notice Requirements: Detailed procedures for giving formal notices, included in more complex business relationships

5. Survival: Specifies which provisions survive termination of any related agreements, important when linked to other contracts

6. Alternative Dispute Resolution: Includes mediation or arbitration provisions when parties prefer alternative dispute resolution methods

7. Return of Materials: Requirements for returning business materials, included when the restricted party has access to physical or digital resources

What schedules should be included in a Non Solicitation Agreement?

1. Schedule A - Restricted Entities: List of specific customers, suppliers, or other entities covered by the non-solicitation provisions

2. Schedule B - Restricted Employees: List of key employees or employee categories covered by the agreement

3. Schedule C - Permitted Activities: Detailed list of specific activities that are explicitly allowed under the agreement

4. Appendix 1 - Related Companies: List of affiliated companies or subsidiaries covered by the agreement

5. Appendix 2 - Territorial Scope: Detailed description or map of geographic areas covered by the restrictions

Authors

Alex Denne

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

Jurisdiction

Philippines

Publisher

抖阴视频

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions




























Clauses





























Relevant Industries

Information Technology

Business Process Outsourcing

Financial Services

Healthcare

Professional Services

Manufacturing

Retail

Telecommunications

Software Development

Consulting

Real Estate

Education

E-commerce

Digital Marketing

Pharmaceuticals

Relevant Teams

Human Resources

Legal

Executive Leadership

Sales

Business Development

Operations

Client Services

Information Technology

Recruitment

Compliance

Corporate Strategy

Account Management

Relevant Roles

Chief Executive Officer

Human Resources Director

Legal Counsel

Business Development Manager

Sales Director

Account Manager

Project Manager

Technical Lead

Senior Consultant

Department Head

Managing Partner

Operations Director

Recruitment Manager

Chief Technology Officer

Business Owner

General Manager

Regional Director

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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