Restrictions clause: Copy, customize, and use instantly
Introduction
A restrictions clause outlines the specific limitations or prohibitions placed on one or more parties within a contract. These restrictions are intended to prevent certain actions or behaviors that could negatively affect the agreement or the interests of either party. It is essential for defining boundaries, protecting intellectual property, and ensuring compliance with regulations or expectations.
Below are templates for restrictions clauses tailored to different scenarios. Copy, customize, and insert them into your agreement.
Non-compete restriction clause
This version restricts one party from competing with the other for a specified period and in a defined geographic area.
During the term of this Agreement and for [X] years after termination, [party] shall not directly or indirectly engage in any business activities that compete with the business of [other party] within [specified geographic area].
Non-solicitation restriction clause
This clause restricts a party from soliciting employees, clients, or customers of the other party during the contract and for a certain period afterward.
For a period of [X] years following the termination of this Agreement, [party] agrees not to solicit or hire employees, consultants, or customers of [other party] for any business purpose related to the subject matter of this Agreement.
Confidentiality restriction clause
This clause places restrictions on disclosing confidential information gained during the term of the contract.
[Party] agrees to maintain the confidentiality of all proprietary or confidential information received from [other party] and shall not disclose such information to any third party without prior written consent, unless required by law.
Geographic restriction clause
This clause restricts a party’s ability to operate or sell products within certain geographic locations.
[Party] agrees not to conduct any business, offer products, or provide services related to the subject matter of this Agreement within [specified geographic area] during the term of this Agreement.
Time-based restriction clause
This version places a time limitation on certain activities or actions after the agreement ends.
[Party] shall not engage in any activities that compete with the business of [other party] for a period of [X] months following the termination of this Agreement.
Intellectual property use restriction clause
This clause limits the use of intellectual property, such as patents, trademarks, or copyrights, to certain activities or periods.
[Party] agrees not to use the intellectual property of [other party], including [list of IP], for any purposes other than those explicitly permitted under this Agreement, and only for the duration of the term specified herein.
Transfer restriction clause
This clause prevents a party from transferring or assigning its rights or obligations under the contract without the consent of the other party.
[Party] shall not assign, transfer, or subcontract any of its rights or obligations under this Agreement without the prior written consent of [other party], which shall not be unreasonably withheld.
Competition restriction clause
This clause restricts one party from entering into business ventures that could directly compete with the other party’s business.
During the term of this Agreement, [party] shall not, directly or indirectly, participate in any business activities that would be in direct competition with [other party] in relation to the [specific product/service].
Exclusivity restriction clause
This clause restricts one party from entering into similar agreements or transactions with third parties while the contract is in effect.
[Party] agrees that during the term of this Agreement, it will not enter into any similar or competing agreements with third parties, nor will it provide similar products or services to any third parties, without prior consent from [other party].
Limitations on sales restriction clause
This clause places restrictions on the sale or distribution of specific goods or services.
[Party] agrees not to sell or distribute [specific goods/services] outside of the approved channels or to customers not authorized by [other party] during the term of this Agreement.
Financial transaction restriction clause
This version restricts certain financial actions or transactions.
[Party] agrees not to engage in any financial transactions related to [specified assets] without the express written consent of [other party].
Employee recruitment restriction clause
This clause restricts one party from recruiting or attempting to hire employees of the other party.
[Party] agrees not to recruit, hire, or attempt to hire any employees or independent contractors of [other party] for a period of [X] years after the termination of this Agreement.
Restriction on advertising or public disclosure clause
This clause places restrictions on the ability to use the contract or the other party’s name in advertising or public announcements.
Neither party shall use the name, trademark, or any other identifying information of the other party in any advertisements, promotional materials, or public disclosures without the prior written consent of the other party.
Re-sale restriction clause
This clause restricts the re-sale or redistribution of certain goods or services purchased or created under the agreement.
[Party] agrees not to re-sell, distribute, or otherwise transfer the [goods/services] acquired under this Agreement to third parties without the express written consent of [other party].
Operational restriction clause
This clause limits the operational activities of a party in relation to the subject matter of the agreement.
[Party] agrees not to conduct any activities outside the scope of the agreed-upon operations under this Agreement, including but not limited to [specific activities], without the written approval of [other party].
Restriction on foreign relations clause
This clause restricts a party from engaging with foreign entities in certain business dealings.
[Party] agrees not to engage in any transactions or dealings with foreign governments or foreign entities in relation to the subject matter of this Agreement without prior written consent from [other party].
Data use restriction clause
This clause places restrictions on how data can be used, accessed, or shared under the agreement.
[Party] shall not use or disclose any data obtained under this Agreement for any purposes other than those specified in the Agreement and shall take all necessary steps to protect the confidentiality of such data.
Use of facilities restriction clause
This clause restricts access to or use of certain facilities or resources.
[Party] shall not access or use any facilities, resources, or equipment owned or controlled by [other party] unless authorized in writing, and solely for the purposes outlined in this Agreement.
Non-disparagement restriction clause
This clause restricts a party from making disparaging remarks or comments about the other party.
Both parties agree not to make any statements, written or oral, that would disparage or damage the reputation, goodwill, or business of the other party during or after the term of this Agreement.
Restriction on funding or financial support clause
This clause limits the ability of a party to offer funding or financial support to competing entities.
[Party] agrees not to offer financial support or funding to any competitors of [other party] during the term of this Agreement, without prior written consent from [other party].
Restriction on solicitation of suppliers clause
This clause restricts one party from soliciting suppliers of the other party.
[Party] agrees not to solicit or do business with the suppliers or contractors of [other party] during the term of this Agreement, and for a period of [X] years following its termination.
Non-circumvention restriction clause
This clause ensures that neither party attempts to bypass the other’s established relationships with suppliers, clients, or partners during the agreement term and for a period afterward.
[Party] agrees not to bypass or attempt to circumvent the other party's business relationships, including but not limited to relationships with suppliers, clients, or partners, during the term of this Agreement and for [X] years after termination.
Geographic sales limitation clause
This clause restricts the party from selling or distributing products within a specified territory without prior approval, protecting territorial interests.
[Party] agrees not to sell or distribute the [goods/products/services] within the territory of [specified area] without prior written approval from [other party].
Exclusive use restriction clause
This clause ensures the party uses the goods or property solely for the purposes outlined in the agreement and not for any competing activities.
[Party] agrees that, for the duration of this Agreement, it shall not use the [goods/property] for any purpose other than those expressly authorized in this Agreement, and shall refrain from using the [goods/property] for any competing activities.
Restriction on sublicensing clause
This clause prevents the party from transferring rights or obligations to third parties without prior written consent from the other party.
[Party] agrees not to sublicense, assign, or otherwise transfer any of its rights or obligations under this Agreement to third parties without the prior written consent of [other party].
Non-disclosure of competitive information clause
This clause prohibits the disclosure of proprietary or competitive information to third parties, ensuring confidentiality even after the agreement ends.
[Party] agrees not to disclose any competitive, proprietary, or confidential information related to [other party] or its business activities to any competitor or third party during the term of this Agreement and for [X] years afterward.
Restriction on borrowing funds clause
This clause limits the party’s ability to borrow funds from entities with potential conflicts of interest, ensuring financial independence and transparency.
[Party] agrees not to borrow funds from any entity related to [other party] or from entities that may have conflicts of interest, without prior written consent from [other party].
Restriction on simultaneous negotiations clause
This clause prevents the party from negotiating with competitors during the term of the agreement, ensuring focus and fairness.
[Party] agrees not to engage in negotiations with third parties related to similar or competing agreements during the term of this Agreement unless both parties mutually agree.
Limitation on rights to modify clause
This clause ensures that the party cannot alter any of the goods or property provided by the other party without written consent, maintaining the integrity of the agreement.
[Party] agrees not to modify or alter any part of the [goods/property] provided by [other party] without prior written consent, and any modifications made without consent shall be considered a breach of this Agreement.
Use of trademarks restriction clause
This clause ensures that trademarks and intellectual property are not used without prior approval, protecting the brand and identity of the other party.
[Party] agrees not to use the trademarks, logos, or any other intellectual property of [other party] without prior written approval, unless expressly granted in this Agreement.
Vendor exclusivity restriction clause
This clause prevents the party from working with other vendors for the same scope of work within a set period, ensuring exclusivity in business dealings.
[Party] agrees to not engage with any other vendors or service providers for the same scope of work provided under this Agreement for a period of [X] months after the execution of this Agreement.
Limitation on public announcements clause
This clause restricts public announcements, including press releases, to prevent unauthorized disclosure of the agreement terms.
[Party] agrees not to make any public announcements regarding this Agreement or any of its terms, including press releases or promotional statements, without the prior written consent of [other party].
Restriction on certain financial transactions clause
This clause ensures that the party does not engage in financial activities that could conflict with the interests of the other party during the agreement.
[Party] agrees not to conduct any financial transactions, including lending, borrowing, or investing in entities that might conflict with the interests of [other party] during the term of this Agreement.
Limitation on sharing data clause
This clause restricts sharing of any data obtained through the agreement to third parties without written consent, ensuring data protection.
[Party] agrees not to share, distribute, or sell any data obtained under this Agreement to third parties without prior written consent from [other party], except as required by law.
Limitation on ownership rights clause
This clause ensures that ownership or intellectual property rights related to the goods or property cannot be transferred to third parties without approval.
[Party] agrees not to transfer or sell any ownership or intellectual property rights related to the [goods/property] provided under this Agreement to third parties without prior written consent from [other party].
Market-specific restriction clause
This clause prevents business activities or sales agreements in a specified market without prior approval, ensuring control over market expansion.
[Party] agrees not to enter into business operations or sales agreements related to [specific product or service] within [market/industry] without written consent from [other party].
Competing product restriction clause
This clause ensures the party does not produce or sell competing products for a specified period after the agreement ends.
[Party] agrees not to develop, produce, or distribute any competing products or services that directly compete with the [products/services] covered under this Agreement for a period of [X] years.
Restriction on employee poaching clause
This clause prevents the party from hiring employees of the other party, ensuring talent retention and protecting business interests.
[Party] agrees not to directly or indirectly solicit or hire employees of [other party] during the term of this Agreement and for a period of [X] years after termination.
Limitation on access to facilities clause
This clause restricts the party’s access to the facilities of the other party, ensuring it is limited to the purposes of fulfilling the agreement.
[Party] agrees not to access the physical facilities or resources of [other party] for any purpose other than those directly related to the performance of this Agreement, without prior consent.
Non-competition restriction on trade secrets clause
This clause ensures that trade secrets or proprietary information are not used for competitive activities during or after the agreement term.
[Party] agrees not to use any trade secrets, confidential information, or proprietary knowledge obtained during the term of this Agreement for any competing activities during and after the term of this Agreement for a period of [X] years.
Restriction on subcontracting clause
This clause ensures that subcontracting is not done without written approval, maintaining control over work quality and relationships.
[Party] agrees not to subcontract any part of its obligations under this Agreement to third parties without prior written consent from [other party], except in cases of emergency or when required by law.
Limitation on investment in competitors clause
This clause prevents investments in competitors during the agreement, protecting the other party’s market position and interests.
[Party] agrees not to invest in or hold any financial interest in competitors of [other party] during the term of this Agreement and for [X] years after termination.
Non-authorization of external agents clause
This clause ensures that no external agents or representatives are authorized to perform duties under the agreement unless approved.
[Party] agrees not to authorize or appoint any external agents or representatives to perform any duties or obligations outlined in this Agreement unless expressly authorized by [other party] in writing.
Non-circumvention restriction clause
This clause prevents the party from bypassing business relationships during and after the agreement term to maintain fair competition and trust.
[Party] agrees not to bypass or attempt to circumvent the other party's business relationships, including but not limited to relationships with suppliers, clients, or partners, during the term of this Agreement and for [X] years after termination.
Geographic sales limitation clause
This clause restricts the party from selling or distributing within a specific territory without prior consent, controlling market access.
[Party] agrees not to sell or distribute the [goods/products/services] within the territory of [specified area] without prior written approval from [other party].
Exclusive use restriction clause
This clause ensures that the goods or property are used only for the purposes authorized in the agreement, preventing misuse or competitive activities.
[Party] agrees that, for the duration of this Agreement, it shall not use the [goods/property] for any purpose other than those expressly authorized in this Agreement, and shall refrain from using the [goods/property] for any competing activities.
Sublicensing restriction clause
This clause restricts sublicensing or transfer of rights without written consent, ensuring that the agreement terms are upheld.
[Party] agrees not to sublicense, assign, or otherwise transfer any of its rights or obligations under this Agreement to third parties without the prior written consent of [other party].
Non-disclosure of competitive information clause
This clause restricts the disclosure of competitive or confidential information to competitors, maintaining a competitive edge.
[Party] agrees not to disclose any competitive, proprietary, or confidential information related to [other party] or its business activities to any competitor or third party during the term of this Agreement and for [X] years afterward.
Geographic restriction clause
This clause limits business activities to a specified geographic region, ensuring that the agreement's scope is not exceeded.
[Party] agrees not to engage in any business activities related to the subject matter of this Agreement within [specified geographic area] without prior written consent from [other party].
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