No poach agreement sample

Hello friends,
This is second article in the series- no poach , referral and ethical dilemma. In case you have missed the earlier one, please read that. Following is the no poach agreement. To make it effective, you should get it signed from the vendor, partner, affiliated, consultant, recruitment consultant, employee and service provider etc. I have attempted to make this agreement as ethical as possible. all suggestions are welcome.

No poach and confidentiality Agreement

 
 



Note

This document is an example of an Employee No poach (Non-Solicitation) Agreement for a  nonprofit organization operating in India. While certain assumptions have been made in the creation of this policy, it is on organisation to adapt, modify, and customize the document to suit the particular needs of your organization.

Students at NMIMS and other people reading this agreement may modify and customize it according to their need. While making this agreement, we have kept A  foundation in mind. This agreement also includes non disclosure / confidentiality agreement as both goes hand in hand. A no poach agreement without a no disclosure agreement is not effective.

Employee No poach agreement- Confidentiality/ non disclosure part

PART I: Confidential Information


1.       I acknowledge that A  Foundation (You may replace it with your organisation’s name): is the exclusive owner of its Confidential Information, which includes all information regardless of its form of recording, not in the public domain, relating to:

(i)       Information on customers of A  foundation: names, addresses, telephone numbers, contact persons, medical information, and banking information.

(ii)      Proprietary and financial information of A  foundation: prices, sales information, terms of contracts with discounts, costs, the names of the organization’s suppliers and customers.

(iii)     A  foundation’s business methods, practices, strategies, and related information including marketing and advertising, and indices, techniques, and data retention methodologies by which A  foundation maintains information regarding its clients.

(iv)     All information regarding A  foundation’s employees and its related human resources information, including employee manuals, interviewing techniques, and training manuals.

(v)      Information received by A  foundation from third persons to whom it owes a duty of confidence.

(vi)      All secrets, trade secrets, know-how, ideas, and processes of A  foundation.

Proprietary right

2.       I acknowledge that all Confidential Information constitutes a proprietary right which A  foundation and its affiliated organizations are entitled to protect.
Non-disclosure

3.       I agree that during my employment/ association/ association as a supplier/ vendor with A  foundation or at any time thereafter, I will not disclose any Confidential Information to any person, including any competitor of A  foundation, or future employer of mine. I will not use the confidential information for any purpose other than those permitted by A  foundation.

4.       I agree that during my employment/ association/ association with A  foundation or at any time thereafter, I will comply with all security precautions and measures of A  foundation that are intended to maintain the confidentiality of its Confidential Information and to limit its distribution to instances of a legitimate need-to-know basis that are intended to promote the best interests of the Company.

5.       I agree that during my employment/ association with A  foundation or at any time thereafter, I will not make copies, summaries, or extracts of Confidential Information, nor will I remove any Confidential Information from the place of business unless  authorised by A  foundation.      

6.       I agree that during my employment/ association with A  foundation or at any time thereafter, I will not disclose any Confidential Information concerning A  foundation or its affiliated corporations which could adversely affect the organization’s image, reputation or value.
Former employer’s / vendor’s / partner’s supplier’s confidential information

7.       I agree that during my employment/ association with A  foundation I will not improperly use or disclose any proprietary information of any former or concurrent employer or other person or entity and I will not bring onto the premises of A  foundation any unpublished document or proprietary information belonging to any such employer, person or entity unless consented to in writing by such employer, person or entity.


Return employer’s property

8.       I agree that on termination of my employment with A  foundation or at any time  A  foundation may request, to promptly deliver all memoranda, notes, records, reports, manuals, and any other hard copy documents  or electronic data  belonging to A  foundation, or containing Confidential Information, including all copies of materials I may posses or have under my control.

 

 

PART II: Non-solicitation/ no poach

Non-solicitation of clients

1.       I agree for a period of twelve (12) months from the date of termination of my employment with A  foundation not to directly or indirectly solicit competitive business from any client or customer of the organization (including any potential client of A  foundation) that was contacted, solicited, or served by me or about which I received confidential information while I was employed by A  foundation, nor for the same period of time, will I perform services or accept any business, competitive with that of A  foundation, directly or indirectly from any of the customers and clients described above, which involves me performing similar functions or acting in a similar capacity as when employed with A  foundation.
Non-solicitation of other employees for employees and vendors

1.       I agree so long as employed by A  foundation and for a period of twelve (12) months after leaving for any reason whatsoever, not to directly or indirectly recruit, solicit, or otherwise induce or attempt to induce any employee of A  foundation to terminate his or her employment with the Company or otherwise to act contrary to the interests of A  foundation.

2.       This policy does not restrict an employee or employees if after leaving the foundation, they start their own venture and the nature of business is completely different from the work of A  foundation. This includes but not limited to 1. Any organisation working on elementary education, primary healthcare, skill development and sustainable livelihood and financial inclusion.
3.       The employee agree that it will not solicit any vendor, supplier, beneficiary, schools, institutes, community for a period of twelve (12) months after leaving for any reason whatsoever, not to directly or indirectly recruit, solicit, or otherwise induce or attempt to induce any partner, beneficiary and supplier of A  foundation to terminate his or her employment with A  foundation or otherwise to act contrary to the interests of A  foundation.
4.       No solicitation clause for vendor: Any Vendor including recruitment consultant handling hiring activities for A  foundation agree that it will not solicit employee of A  foundation when the contract between you and A  in force and for a period of twelve (12) months after termination of the contract for any reason whatsoever. The vendor/ partner agree not to directly or indirectly recruit, solicit, or otherwise induce or attempt to induce any partner, beneficiary and supplier of A  foundation to terminate his or her employment with A  foundation or otherwise to act contrary to the interests of A  foundation.

 

 

PART III: General Provisions

Necessary protections

1.       I acknowledge that the restrictions contained in this Agreement are necessary for the protection and goodwill of A  foundation and I consider them to be reasonable for that purpose.  I therefore agree that any breach of the terms of this Agreement is likely to cause A  foundation substantial and irrevocable damage and irreparable harm.  In the event of any such breach, I agree that A  foundation, in addition to such other remedies which may be available, shall be entitled to specific performance and other injunctive or marketing relief including interim or interlocutory relief, if demanded.
Continuing obligations

2.       I agree that the provisions of this Schedule shall survive the termination of my employment relationship however it may arise.

 

Severability


3.       In the event that any provision of this Agreement or part thereof shall be deemed void, invalid, illegal or unenforceable in whole or in part, the remaining provisions or parts shall remain in full force and effect.
Independent Legal Advice

4.       I have been advised that I have the right to obtain legal counsel before signing this Agreement and I have obtained the level of advice I deem appropriate.


___________________________             _______________________________
Signature of Employee                                      Name of Employee (please print)

___________________________             _______________________________
Signature of Employer                                       Name of Employer (please print)



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