This is a straightforward non-solicitation agreement template. The template is designed to help businesses to protect their legitimate interests through contractual prohibitions restricting dealings with third parties. The template may be amended so that the restrictions are mutual or unilateral.

The restraints of trade doctrine can affect the enforceability of a non-solicitation agreement. Contractual provisions that amount to covenants in restraint of trade are prima facie unenforceable. They will usually only be enforced by the courts where they are reasonable with respect to the particular interests of the parties involved (although there are some exceptions).

In addition to the restraints of trade doctrine, UK and EU competition law may affect the enforceability and legality of a non-solicitation agreement. Non-solicitation agreements may amount to anti-competitive agreements under Chapter I of the Competition Act 1998 and/or Article 81 of the EC Treaty. A discussion of these areas of law is well beyond the scope of this note. You can find out more about UK and EU competition law on the OFT website at http://www.oft.gov.uk/. Where competition law issues may arise, you should take specialist legal advice.

This template non-solicitation agreement includes the following sections:

> Definitions and interpretation
> Term
> Non-solicitation: restrictions on Second Party
> Non-solicitation: restrictions on First Party
> Warranties and indemnities
> Liability
> Termination
> General

This agreement is 8 pages long (including the guidance notes and cover page), and is supplied in MS Word (.doc) format. See:

Sample Non-Solicitation Agreement