China Non-Competition Agreement by Megadox


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       by and between




     DATE: ____________
                         NON-COMPETITION AGREEMENT

This Non-Competition Agreement is entered into on ___________ [insert date], in ________, China by and
between the following two parties:

       Party A: [NAME OF PARTY A], a _________________ [describe form of company] duly organized
       and existing under the laws of the People’s Republic of China, with its address at

       Party B: [NAME OF PARTY B], a _________________ [describe form of company] duly organized
       and existing under the laws of the People’s Republic of China, with its address at


1.     Party A is a company specializing in the provision of _____________ services;

2.     Party A, in its capacity as the sole promoter, incorporated Party B on the ______ day of
       _______________, ________, and Party B’s primary business is also ______________________;

3.     Party B plans to publicly offer its shares in _________________________ [insert where shares will be
       offered] and expects that upon completion of such offering, Party A will remain as its controlling
       shareholder; and

4.     Both parties acknowledge that their primary businesses compete with each other.

NOW THEREFORE, to avoid competition, Party A and Party B hereby agree on the following terms and
conditions and agree to perform this Agreement according to such terms and conditions:

                       ARTICLE 1 – SCOPE OF NON-COMPETITION
1.1    The scope of the non-competition referred to in this Agreement includes
       _______________________________________________ [list the business services that are subject to
       non-competition] and other businesses that may compete with the primary business of Party B.

1.2    Any change to the scope of non-competition of this Agreement shall only be made in writing by
       the parties.

                        ARTICLE 2 – COMMITMENTS OF PARTY A
2.1    Except as stated in Article 3, during the term of this Agreement, Party A shall not, without Party
       B’s prior written consent, cause, either directly or indirectly, each of its affiliates not to engage in,
       participate or operate within the territory of China, any business that is within the business scope
       of Party B and its affiliates as set forth in Article 1.

2.2    In the event that Party A is offered any business opportunity which involves business that is
       similar to, or the same as, the primary business of Party B or its affiliates, and if such business
       opportunity may directly or indirectly compete or lead to competition with the business of Party
       B, Party A shall immediately provide Party B with written notice thereof and shall use its best

      efforts to make such business opportunity available to Party B on the terms and conditions that
      are no less favorable to that offered to Party A, its affiliates and any third parties.

2.3   Party A shall grant Party B a right of first refusal under the same condition to purchase any
      legitimate new business developed by Party A.

3.1   Party A undertakes that, within _____________________ (_________) [insert the number of years in
      both words and numerals] years of Party B’s listing on the _________________ Stock Exchange (the
      “Buyout     Period”),   it   shall   assign      all  the    shares  it   currently   holds   in
      ________________________________ [insert company name] (the “Company”) to a third party, or it
      shall seek other means to avoid any possible competition between the business of the Company
      and Party B.

                                     ARTICLE 4 – TERM
4.1   This Agreement shall become effective upon signing by both parties and shall remain effective
      until one of the following occurs:

      (a)     Party A holds, either directly or indirectly, less than ________________ percent
              (_______%) of the voting power, as represented by the ownership interests of Party B,
              which Party A may exercise, or cause to be exercised, at Party B’s shareholders meeting,
              and ceases to control the majority of Party B’s board of directors; or

      (b)     Party B’s shares cease to be listed on the ___________________ Stock Exchange or any
              other stock exchange.

4.2   During the term of this Agreement, in the event of breach of this Agreement by any party, the
      other party may terminate this Agreement by written notice if the breaching party fails to cure
      the breach within ________________________ (_____________) [insert the number of days in both
      words and numerals] days of the receipt of written notice from such other party.

4.3   This Agreement may be extended to any term agreed by the parties in writing.

5.1   Each party hereto represents and warrants that:

      (a)     it has obtained any and all government approvals and internal delegations of authority
              for the valid execution of this Agreement, and that the Agreement will be executed by its
              authorized representative to the effect that upon such execution, this Agreement shall be
              legally binding upon the parties; and

      (b)     The execution of this Agreement and the performance of the obligations hereunder shall
              not violate any laws, regulations or other agreements and bylaws of such party.

                        ARTICLE 6 – BREACH OF AGREEMENT
6.1   In the event of default by any party hereto on its obligations provided in this Agreement, the
      defaulting party shall, upon receipt of a written notice from the non-defaulting party requesting
      the correction, immediately refrain from such default and shall compensate the non-defaulting

      party for all losses and damages thus caused to the non-defaulting party within
      ________________________ (_________) [insert the number of days in both words and numerals] days
      of the notice. Should the defaulting party continue its breach or fail to perform its obligations, the
      non-defaulting party shall have the right, in addition to the right to claim for compensation for its
      losses due to such breach of agreement, to the early termination of this Agreement.

6.2   In the event that the parties hereto are both at fault, then they shall bear the respective liabilities
      for the breach in accordance with the actual faults committed by the parties.

                                      ARTICLE 7 – WAIVER
7.1   Except for the obligation of compensation provided herein, no party shall be liable for any
      contingent, consequential, special or punitive damages, or other damages of the other party
      arising from, or in connection with, this Agreement, whether or not alleged to be the result of
      contracts or infr
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