Free Trade Restraint Agreement Template
Trade Restraint Agreement
This Trade Restraint Agreement ("Agreement") is entered into by and between [YOUR COMPANY NAME], a corporation organized and existing under the laws of the United States, with its principal office located at [YOUR COMPANY ADDRESS] ("Company"), and CastleBrand, a corporation organized and existing under the laws of the United States, with its principal place of business located at Charlotte, NC 28202 ("Partner"). The Company and Partner may collectively be referred to as "Parties" or individually as "Party."
I. DEFINITIONS
1.1 Confidential Information: Any data or information disclosed by one Party to the other Party that is considered proprietary or confidential, including but not limited to trade secrets, customer lists, financial information, and business strategies.
1.2 Restricted Territory: The geographical area in which the Partner is prohibited from conducting certain trade activities as defined in this Agreement.
1.3 Restrained Activity: The activity or activities specified in Section II of this Agreement that are restricted or prohibited under this Agreement.
II. RESTRICTED ACTIVITIES AND TERRITORY
2.1 Scope of Restraint: The Partner agrees that during the term of this Agreement and for a period of 5 years after its termination, the Partner will not engage in the following activities:
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Competing with [YOUR COMPANY NAME] in the consumer electronics market.
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Engaging in the manufacture, distribution, or sale of products directly competitive to those of [YOUR COMPANY NAME] in the areas of mobile phones, smart home devices, and wearables.
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Operating or assisting any business within the Restricted Territory that engages in the Restrained Activity.
2.2 Restricted Territory: The restricted territory shall be defined as the United States, Canada, and Mexico.
2.3 Exceptions: The restrictions outlined in this section do not apply if the Partner obtains prior written consent from [YOUR COMPANY NAME] to enter specific markets outside the aforementioned regions.
III. TERM AND TERMINATION
3.1 Term: This Agreement shall commence on January 1, 2066, and shall remain in effect until December 31, 2071, unless terminated earlier as provided herein.
3.2 Termination for Cause: Either Party may terminate this Agreement immediately upon written notice if the other Party breaches any material provision of this Agreement and fails to cure the breach within 30 days after receiving notice of such breach.
3.3 Termination for Convenience: Either Party may terminate this Agreement for convenience upon 90 days’ written notice to the other Party.
3.4 Post-Termination Obligations: Upon termination of this Agreement, the Parties agree to return any confidential materials, and all financial obligations up to the termination date will be settled within 30 days.
IV. CONFIDENTIALITY AND NON-DISCLOSURE
4.1 Confidential Information: Both Parties agree to maintain the confidentiality of all Confidential Information disclosed during the term of this Agreement.
4.2 Non-Disclosure: Neither Party shall disclose any Confidential Information to third parties without the prior written consent of the disclosing Party, except as required by law or regulation.
4.3 Survival of Obligations: The obligations of confidentiality shall survive the termination of this Agreement for a period of 5 years.
V. NON-COMPETITION
5.1 Non-Compete Clause: The Partner agrees that during the term of this Agreement and for a period of 5 years following its termination, the Partner will not directly or indirectly engage in any business or activity that competes with the business of [YOUR COMPANY NAME] in the consumer electronics industry.
5.2 Geographical Scope: The non-compete restriction applies to the territory specified in Section II above.
5.3 Enforcement: If any provision of this non-compete clause is determined by a court to be unenforceable, the Parties agree to modify such provision to the extent necessary to make it enforceable while maintaining its original intent.
VI. COMPENSATION AND PAYMENT TERMS
6.1 Compensation: In consideration for the obligations of the Partner under this Agreement, the Company agrees to pay the Partner a fee of $1,500,000 for the services provided under this Agreement, payable in quarterly installments of $375,000.
6.2 Payment Terms: Payments will be made within 30 days of receipt of an invoice from the Partner, detailing services provided during the previous quarter.
6.3 Late Payments: If payment is not received by the due date, the Partner agrees to pay a late fee of 5% of the outstanding amount for each month payment is overdue.
VII. REPRESENTATIONS AND WARRANTIES
7.1 Authority: Each Party represents and warrants that it has the full power and authority to enter into this Agreement.
7.2 No Conflicts: The execution and performance of this Agreement will not violate any agreements or obligations to third parties.
7.3 Performance: Each Party represents and warrants that it will comply with all applicable laws, regulations, and industry standards in the performance of its obligations under this Agreement.
VIII. INDEMNIFICATION AND LIABILITY
8.1 Indemnification by Partner: The Partner agrees to indemnify, defend, and hold harmless [YOUR COMPANY NAME] from and against any claims, damages, liabilities, and expenses arising from any breach of this Agreement by the Partner.
8.2 Indemnification by Company: The Company agrees to indemnify, defend, and hold harmless the Partner from and against any claims, damages, liabilities, and expenses arising from any breach of this Agreement by the Company.
8.3 Limitation of Liability: In no event shall either Party be liable for indirect, incidental, or consequential damages, even if such damages are foreseeable.
IX. DISPUTE RESOLUTION
9.1 Negotiation: The Parties agree to attempt to resolve any disputes arising under this Agreement through good faith negotiation.
9.2 Arbitration: If the dispute is not resolved through negotiation, the Parties agree to resolve the dispute through arbitration under the rules of the American Arbitration Association in Charlotte, North Carolina.
9.3 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to its conflict of law principles.
X. MISCELLANEOUS
10.1 Amendments: This Agreement may only be amended in writing, signed by both Parties.
10.2 Entire Agreement: This Agreement constitutes the entire understanding between the Parties and supersedes all prior agreements and discussions.
10.3 Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect.
10.4 Assignment: Neither Party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party.
XI. SIGNATURES
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.
[YOUR NAME], Chief Executive Officer
[YOUR COMPANY NAME]
Date: January 1, 2066
Barry Morar, President
CastleBrand
Date: January 1, 2066
