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Subcontractor Non Compete Agreement Template

Subcontractor Non-Compete Agreement Template: A Comprehensive Guide

When it comes to hiring subcontractors, it`s essential to establish a clear and concise agreement that outlines the rights and responsibilities of both parties involved. A non-compete agreement is an essential component of any subcontracting contract, as it protects the primary contractor`s intellectual property and trade secrets from being shared with competitors.

In this article, we will discuss the key elements of a subcontractor non-compete agreement template and how it can benefit both the subcontractor and primary contractor.

What is a Subcontractor Non-Compete Agreement?

A subcontractor non-compete agreement is a legal document that restricts the subcontractor from competing with the primary contractor during and after the completion of the project. The agreement typically includes a set of rules and regulations that the subcontractor must abide by, including refraining from working with the primary contractor`s competitors, sharing confidential information, and soliciting the primary contractor`s clients.

Benefits of a Subcontractor Non-Compete Agreement

Subcontractor non-compete agreements offer several benefits to both the primary contractor and subcontractor, including:

Protection of Intellectual Property: By signing a non-compete agreement, the subcontractor agrees not to share any trade secrets, proprietary information or intellectual property with competitors of the primary contractor.

Ensuring Confidentiality: The agreement establishes a clear definition of what information is confidential and prevents the subcontractor from sharing confidential information with any third party.

Maintaining Customer Relationships: Non-compete agreements help primary contractors protect their customer base by preventing subcontractors from soliciting clients or using customer lists for personal gain.

Clear Standards: The contract sets clear expectations for the subcontractor as to what they can and cannot do during the project, reducing the risk of misunderstandings or disagreements.

Elements of a Subcontractor Non-Compete Agreement

A comprehensive subcontractor non-compete agreement includes several critical elements that must be included to ensure it is legally enforceable. These include:

Scope of the Agreement: The agreement should clearly define what activities the subcontractor is prohibited from engaging in both during and after the project. This could include working with direct competitors or using confidential information for personal gain.

Duration of the Agreement: The agreement should specify the duration of the non-compete clause. Typically, the period is between one and three years following the project`s completion, but it can vary depending on the industry and the scope of the project.

Valid Consideration: The non-compete agreement must be backed by consideration, meaning that the subcontractor must receive some benefit for agreeing to the terms outlined in the agreement.

Governing Law and Jurisdiction: The agreement should specify the governing law and jurisdiction, outlining which laws and courts will be responsible for interpreting and enforcing the agreement.

Severability: The agreement should contain a severability clause that states that if one part of the agreement is found to be unenforceable, the rest of the agreement will remain valid and enforceable.


In conclusion, a subcontractor non-compete agreement is a crucial component of any subcontracting contract. It protects the primary contractor`s intellectual property and trade secrets, ensures confidentiality, maintains customer relationships, and establishes clear standards for the subcontractor. When considering the creation of a non-compete agreement, it`s essential to consult with a legal professional to ensure that the agreement is legally enforceable and covers all necessary areas.