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Non-Compete Agreement Template
A non-compete agreement restricts a party from competing with a business for a defined period and within a defined geographic area. Use our free Canadian template to draft reasonable restrictions that stand a fair chance of being enforced by Canadian courts — with attention to Ontario’s statutory ban on employment non-competes and the common-law reasonableness test.
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NON-COMPETE AGREEMENT
Province Of British Columbia, Canada
COMPANY
Pacific Ventures Inc.
1000 Robson Street, Suite 800, Vancouver, BC V6E 1B5
RESTRICTED PARTY (EXECUTIVE (C-SUITE))
Kevin M. Nguyen
45 Burrard Street, Apt 12, Vancouver, BC V6C 2G8
Department: Sales and Marketing
Department: Sales and Marketing
Effective: April 1, 2026
Duration: 12 months · Executive (C-Suite)
British Columbia Enforceability Notice: Non-competition covenants in BC remain enforceable at common law where they are demonstrably reasonable as to scope, geography, and duration, and protect a legitimate proprietary interest of the employer. The Supreme Court of Canada has confirmed in Shafron v. KRG Insurance Brokers (Western) Inc., 2009 SCC 6, that a covenant which is ambiguous as to any of these dimensions is prima facie unreasonable and unenforceable.
This Non-Compete Agreement (this "Agreement") is entered into as of April 1, 2026 by and between Pacific Ventures Inc. (the "Company") and Kevin M. Nguyen (the "Restricted Party"). The parties agree as follows:
1.
RECITALS AND PROTECTABLE INTEREST
The Company carries on the business described as: Enterprise SaaS sales platform for cloud computing and financial technology customers across North America. In the course of the Restricted Party's executive (c-suite) relationship with the Company, the Restricted Party has had or will have access to confidential information, customer relationships, trade secrets, and goodwill that constitute legitimate proprietary interests of the Company under Elsley v. J.G. Collins Insurance Agencies Ltd., [1978] 2 S.C.R. 916. The parties specifically identify the following protectable interests of the Company: Customer relationships with the Top-50 enterprise accounts and confidential pricing models developed in 2024-2026.. The Restricted Party acknowledges that these named interests are legitimate proprietary interests that justify the restrictions set forth in this Agreement.
2.
CONSIDERATION
In consideration of a one-time payment of 15,000.00 CAD, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Restricted Party agrees to be bound by the restrictive covenants set forth in this Agreement.
3.
NON-COMPETITION COVENANT
During the term of the Restricted Party's relationship with the Company and for a period of 12 months following the termination of that relationship for any reason (the "Restriction Period"), the Restricted Party shall not, directly or indirectly, within the geographic area of Province of British Columbia and Province of Alberta (the "Restricted Territory"):
(a) engage in, carry on, own, manage, operate, control, be employed by, consult for, or participate in the ownership, management, operation, or control of any business that engages in the following restricted activities:
Providing enterprise SaaS sales consulting or account management services to companies in the cloud computing and financial technology sectors.
(b) assist any person or entity in doing any of the above.
(a) engage in, carry on, own, manage, operate, control, be employed by, consult for, or participate in the ownership, management, operation, or control of any business that engages in the following restricted activities:
Providing enterprise SaaS sales consulting or account management services to companies in the cloud computing and financial technology sectors.
(b) assist any person or entity in doing any of the above.
4.
NON-SOLICITATION
During the Restriction Period, the Restricted Party shall not, directly or indirectly: (a) solicit, contact, or transact business with any client, customer, or prospect of the Company with whom the Restricted Party had material contact or about whom the Restricted Party obtained confidential information during the course of the relationship; or (b) solicit, recruit, hire, or attempt to hire any employee, independent contractor, or consultant of the Company who was so engaged in the twelve (12) months immediately preceding the Restricted Party's departure. The parties acknowledge that non-solicitation clauses remain enforceable in Ontario notwithstanding the prohibition on non-competes in s. 67.2 of the Employment Standards Act, and that Canadian courts will assess such clauses for reasonableness of scope and duration.
5.
CONFIDENTIALITY
The Restricted Party acknowledges that during the course of the relationship with the Company, the Restricted Party has had or will have access to confidential and proprietary information of the Company, including without limitation customer lists, pricing information, business strategies, technical know-how, and financial data (collectively, "Confidential Information"). The Restricted Party agrees to hold all Confidential Information in strict confidence and not to use or disclose it to any third party, both during and after the relationship, except as required by applicable law or by a valid court order, in which case the Restricted Party shall provide prompt prior written notice to the Company where lawful.
6.
REASONABLENESS
The Restricted Party acknowledges and agrees that: (a) the restrictions in this Agreement are reasonable and necessary to protect the Company's legitimate proprietary interests, including confidential information, trade secrets, customer relationships, and goodwill, as recognized in Elsley v. J.G. Collins Insurance Agencies Ltd., [1978] 2 S.C.R. 916; (b) the duration, geographic scope, and scope of restricted activities are no broader than reasonably necessary to protect those interests; (c) the restrictions are sufficiently clear and unambiguous to satisfy the test in Shafron v. KRG Insurance Brokers (Western) Inc., 2009 SCC 6; and (d) the consideration provided is adequate.
7.
SURVIVAL ON EARLY TERMINATION
If the Company terminates the Restricted Party's employment or engagement without cause, the Restriction Period shall be reduced to the number of months for which the Restricted Party receives severance, garden leave, or pay-in-lieu of notice, whichever is greater. This proration reflects the principle that ongoing restraint should be matched by ongoing consideration.
8.
REMEDIES
The Restricted Party acknowledges that any breach of this Agreement would cause irreparable harm to the Company for which monetary damages alone would be an inadequate remedy. Accordingly, the Company shall be entitled to seek interlocutory, interim, or permanent injunctive relief in any court of competent jurisdiction, without the necessity of posting security and without prejudice to any other remedy available at law or in equity. In addition, upon any breach of the restrictive covenants, the Restricted Party shall pay the Company liquidated damages in the amount of 50,000.00 CAD. The parties agree that this amount is a genuine pre-estimate of the Company's anticipated losses and is not intended as a penalty. The parties acknowledge that a Canadian court may decline to enforce the amount if it determines it is extravagant, unconscionable, or punitive in nature (H.F. Clarke Ltd. v. Thermidaire Corp., [1976] 1 S.C.R. 319).
9.
SEVERABILITY OF RESTRICTIONS
If any court of competent jurisdiction determines that any restrictive covenant in this Agreement is unreasonable or unenforceable, the court is authorized to apply blue-pencil severance — that is, to strike out the offending word or phrase — to the extent that the part removed is trivial and not part of the main purport of the restriction, as permitted by Shafron v. KRG Insurance Brokers (Western) Inc., 2009 SCC 6. The restriction as so modified shall be enforceable to the fullest extent permitted by law. The parties acknowledge that the court is not authorized to rewrite or re-draft the covenant.
10.
GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. Any dispute arising under this Agreement shall be resolved exclusively in the courts of the Province of British Columbia, and each party hereby attorns to the jurisdiction of such courts.
11.
GENERAL PROVISIONS
Entire Agreement: This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof. Amendment: No modification shall be effective unless in writing and signed by both parties. Severability (general): If any general provision is held unenforceable, it shall be modified to the minimum extent necessary, and the remaining provisions shall continue in full force. No Waiver: A failure to enforce any provision shall not constitute a waiver of future enforcement rights. Assignment: The Company may assign this Agreement to any successor or acquirer of all or substantially all of its business; the Restricted Party may not assign this Agreement. Survival: The non-competition, non-solicitation, confidentiality, remedies, and governing-law clauses shall survive termination of the underlying employment, contractor, or commercial relationship. Electronic Execution: This Agreement may be executed electronically under applicable provincial electronic commerce legislation.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated.
COMPANY
Amanda K. Richards
Chief Operating Officer
Pacific Ventures Inc.
Date: ____________________
RESTRICTED PARTY
Kevin M. Nguyen
VP of Sales
Date: ____________________
Available as a print-ready PDF or an editable Microsoft Word (.docx) file.
What Is a Non-Compete Agreement?
A non-compete agreement is a restrictive covenant in which one party promises not to engage in competing business activities within a defined scope, territory, and time frame. In Canada, these covenants appear most often in share purchase agreements, shareholder agreements, partnership agreements, and (outside of Ontario employment contracts) executive service contracts. The goal is to protect legitimate business interests such as goodwill, trade secrets, and customer relationships.
Canadian courts treat non-competes as prima facie unenforceable restraints of trade, and the burden falls on the party seeking to enforce the covenant to show that it is reasonable. The leading cases are Elsley v. J.G. Collins Insurance Agencies Ltd., [1978] 2 S.C.R. 916, which framed the reasonableness test, and Shafron v. KRG Insurance Brokers (Western) Inc., 2009 SCC 6, which refused to "blue-pencil" ambiguous geographic language. The test considers scope of restricted activity, geographic reach, and duration, all measured against the legitimate interest being protected.
Since October 25, 2021, the Employment Standards Act, 2000, S.O. 2000, c. 41, sections 67.1 and 67.2 prohibit most employment non-competes in Ontario, with narrow exceptions for executives and the sale of a business. Other provinces continue to apply the common-law test. As a result, the template is most commonly used for sale-of-business transactions, shareholder and partnership arrangements, and senior executive engagements.
What's Covered in This Template
Our non-compete template is structured around the reasonableness factors Canadian courts apply.
Parties and Context
Identifies the restricted party, the beneficiary, and the transaction or relationship giving rise to the covenant.
Legitimate Business Interest
Recitals identifying the goodwill, trade secrets, or customer relationships the covenant is designed to protect.
Restricted Activities
A narrow and specific description of the competing business activities the party agrees not to undertake.
Geographic Scope
Clear geographic boundaries tied to where the protected business actually operates.
Duration
A time-limited restriction period, typically ranging from six months to two years depending on context.
Consideration
Recognition of the payment, equity, or continued engagement provided in exchange for the covenant.
Carve-Outs
Permitted passive investments and activities that fall outside the restriction.
Remedies
Right to injunctive relief and damages for breach of the covenant.
Severability
Standard severability language acknowledging the Shafron limits on judicial re-writing.
Governing Law
Selection of the applicable Canadian province and courts with jurisdiction over disputes.
How to Create a Non-Compete Agreement
Follow these steps to draft a covenant that is more likely to be enforced.
- 1
Identify the Legitimate Interest
Pinpoint the specific goodwill, trade secrets, or customer relationships that justify a restrictive covenant.
- 2
Draft a Narrow Restricted Activity
Describe the prohibited activities as precisely as possible — broad "any business" language is routinely struck down.
- 3
Set Reasonable Geography and Duration
Limit the territory and time period to what is genuinely necessary to protect the interest, often informed by where and how long the business actually operates.
- 4
Confirm Consideration and Province
Ensure fresh consideration is provided (in employment contexts especially) and select the governing province, noting Ontario’s employment ban.
- 5
Review and Sign
Preview the agreement, check each restriction against the reasonableness test, and download the PDF for signature.
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Legal Considerations
Enforceability of non-competes in Canada depends on statute, province, and the common-law reasonableness test.
This template is for informational purposes only and does not constitute legal advice. Consult a qualified lawyer in your province for advice specific to your situation.
Reviewed for Canadian law
Ontario’s Employment Non-Compete Ban
Sections 67.1 and 67.2 of the Employment Standards Act, 2000, S.O. 2000, c. 41, prohibit non-compete agreements between employers and employees in Ontario, effective October 25, 2021. Narrow exceptions apply to C-suite executives (defined in section 67.1(3)) and to non-competes entered into in connection with the sale of a business where the seller becomes an employee of the buyer. Covenants within the ban are void, not merely unenforceable.
Common-Law Reasonableness Test
Outside the Ontario ban, the test from Elsley v. J.G. Collins Insurance Agencies Ltd., [1978] 2 S.C.R. 916 asks whether the covenant protects a legitimate proprietary interest and whether its scope, geography, and duration go no further than necessary. Courts are stricter with employment covenants than with sale-of-business covenants, where the seller has been compensated for the goodwill being protected.
Blue-Pencil and Notional Severance Limits
In Shafron v. KRG Insurance Brokers (Western) Inc., 2009 SCC 6, the Supreme Court of Canada held that courts generally will not rewrite an unreasonable or ambiguous restrictive covenant to make it enforceable. Minor severance may be permitted, but a badly drafted covenant is more often struck down in full. Precise drafting is therefore essential.
Competition Act Considerations
Section 90.1 of the Competition Act, R.S.C. 1985, c. C-34, addresses agreements between competitors that substantially lessen competition. Recent amendments have expanded the Competition Bureau’s focus on wage-fixing and no-poach agreements under section 45. Parties drafting non-competes between businesses should consider whether section 90.1 or section 45 applies.
Frequently Asked Questions
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