Free Non-Compete Agreement Template for India

NON-COMPETE AND NON-SOLICITATION AGREEMENT

⚠ IMPORTANT LEGAL NOTICE — ICA 1872 s. 27 (INDIA): Under Section 27 of the Indian Contract Act, 1872, every agreement by which any one is restrained from exercising a lawful profession, trade or business of any kind is, to that extent, void. Accordingly, post-employment non-compete restrictions are generally unenforceable in India (Niranjan Shankar Golikari v Century Spinning and Mfg. Co. Ltd., SC 1967; Wipro Ltd. v Beckman Coulter International S.A., Delhi HC 2006). This Agreement is structured to comply with Indian law: (a) during-employment restrictions (enforceable); (b) non-solicitation of specific clients and employees (enforceable — see Clause 4); and (c) confidentiality and trade secret obligations (enforceable — see Clause 5). The post-employment non-compete restriction in Clause 3 is included for documentation purposes and as evidence of contractual intent; its enforceability post-separation is subject to applicable law. This Agreement does not substitute for legal advice — consult a qualified Indian advocate for your specific circumstances.

This Non-Compete and Non-Solicitation Agreement ("Agreement") is entered into as of 25 April 2026 by and between Beacon Software Solutions Private Limited ("Employer") and Vikram Anand Krishnaswamy ("Restricted Party"), together the "Parties". This Agreement is entered into in connection with a Employment relationship and is made under the Indian Contract Act, 1872 ("ICA 1872"), the Specific Relief Act, 1963 ("SRA 1963"), and the Code of Civil Procedure, 1908 ("CPC 1908").

The Restricted Party is engaged as Senior Software Engineer with the Employer. In the course of this engagement, the Restricted Party will have access to the Employer's confidential and proprietary information, client relationships, technical know-how, and trade secrets, disclosure or misuse of which would cause irreparable harm to the Employer. This Agreement records the Parties' agreement on restrictions designed to protect these legitimate business interests to the extent permissible under Indian law.

Duration: For the full duration of employment with the Employer

Geographic Scope: the city or metropolitan area where the Employer operates

Restricted Activities: During the period of employment or contract engagement, the Restricted Party shall not, directly or indirectly:

During employment, the Restricted Party shall not:
1. Engage in or assist any enterprise in the development, marketing, or sale of SaaS products that directly compete with the Employer's product offerings
2. Accept employment or consulting engagements from listed direct competitors of the Employer
3. Solicit or divert the Employer's clients to a competitor
4. Use or disclose the Employer's technical or business Confidential Information for any competing purpose

The Parties acknowledge that these during-engagement restrictions are necessary to protect the Employer's legitimate business interests and are consistent with the Restricted Party's duty of fidelity to the Employer under Indian law. These restrictions do not fall within the prohibition of ICA 1872 s. 27 as they operate during — not after — the engagement.

Post-Engagement Period: 12 months from the effective date of separation

For a period of 12 months from the effective date of separation following separation, the Restricted Party agrees, to the extent permissible under applicable Indian law, to refrain from the restricted activities set out in Clause 2 within the city or metropolitan area where the Employer operates. The Parties acknowledge that this clause may be unenforceable as a post-employment non-compete under ICA 1872 s. 27 as interpreted by Indian courts, and that the primary post-employment protections are the non-solicitation provisions in Clause 4 and the confidentiality obligations in Clause 5, both of which are enforceable.

The following non-solicitation restrictions are enforceable under Indian law as they protect specific proprietary interests without constituting a general restraint of trade (Wipro Ltd. v Beckman Coulter International S.A., Delhi HC 2006; Homag India Pvt. Ltd. v Vinayak Patkar, Bombay HC 2011).

Client Non-Solicitation (12 months post-separation): For a period of 12 months following the date of separation, the Restricted Party shall not, directly or indirectly, solicit, contact, or induce any Restricted Client to reduce or terminate their business relationship with the Employer, or to engage with any competing enterprise for services similar to those provided by the Employer.

Definition of Restricted Clients: "Restricted Clients" means all clients and prospective clients of the Employer with whom the Restricted Party had direct personal contact, or about whom the Restricted Party received material confidential information, in the 12 months preceding the date of separation.

Employee Non-Solicitation (12 months post-separation): For a period of 12 months following the date of separation, the Restricted Party shall not directly or indirectly solicit, recruit, hire, or attempt to solicit any employee, consultant, or contractor of the Employer with whom the Restricted Party had material professional contact during the engagement, without the Employer's prior written consent.

Confidential Information: All non-public business, technical and commercial information of the Employer, including personal data subject to the DPDPA 2023.

Additional categories specified by the Parties:
All non-public information relating to the Employer's business, including source code, product roadmaps, client lists, pricing data, financial information, and HR data — all of which constitutes Confidential Information protected under this Agreement and, where applicable, under the DPDPA 2023.

Trade Secret Protection: Trade secrets including source code, algorithms, and proprietary data shall be protected in perpetuity consistent with the doctrine of breach of confidence applied by Indian courts.

Additional protections specified by the Parties:
The Restricted Party acknowledges that the Employer's source code, algorithms, proprietary SaaS architecture, and client database constitute trade secrets. The Restricted Party shall not use or disclose these trade secrets during or after the engagement, consistent with the doctrine of breach of confidence and IT Act 2000 s. 43A.

Digital Personal Data Protection Act, 2023 (DPDPA 2023): To the extent the Restricted Party processes personal data of the Employer's employees, customers, or other data principals in the course of the engagement, the Restricted Party shall comply with all applicable obligations under the DPDPA 2023, including purpose limitation, data minimisation, storage limitation, and security safeguards. Upon termination of the engagement, the Restricted Party shall not retain any personal data except as required by applicable law.

Permitted Disclosures: Disclosures required by law, with advance notice to the Employer, are permitted.

Additional permitted disclosures:
Disclosure required by a court order or applicable Indian law, provided the Employer is given prompt written notice and a reasonable opportunity to seek a protective order, is permitted.

Return of Materials: All Confidential Information and materials shall be returned or destroyed upon termination of the engagement.

Additional return obligations:
Upon termination, the Restricted Party shall immediately return all Company property, including laptop, access credentials, and any copies of Confidential Information in any medium. Personal data of the Employer's customers and employees must be deleted in accordance with DPDPA 2023.

The Parties acknowledge that a breach or threatened breach of the non-solicitation or confidentiality provisions of this Agreement (Clauses 4 and 5) would cause irreparable harm to the Employer for which monetary compensation alone would be an inadequate remedy. Accordingly, the Employer shall be entitled to seek from the courts at Karnataka: (a) a temporary or perpetual injunction under s. 37–40 of the Specific Relief Act, 1963 ("SRA 1963") to prevent or remedy any breach; (b) an interim injunction under Order 39, Rules 1–2 of the Code of Civil Procedure, 1908 ("CPC 1908") without needing to prove actual monetary loss; and (c) damages for breach of contract under ICA 1872 s. 73 and liquidated damages under ICA 1872 s. 74. Nothing in this clause implies that the post-employment non-compete restriction in Clause 3 is enforceable under Indian law; equitable remedies under this clause apply only to the extent the underlying restriction is valid and enforceable.

This Agreement shall be governed by and construed in accordance with the laws of the Republic of India. Any dispute, controversy, or claim arising out of or in connection with this Agreement shall be finally resolved by arbitration in accordance with the Arbitration and Conciliation Act, 1996 ("ACA 1996"), with the seat and venue at Karnataka. The arbitration shall be conducted in English by a sole arbitrator. The arbitral award shall be final and binding. Either Party may seek interim relief from a court of competent jurisdiction under ACA 1996 s. 9 or Order 39 CPC 1908 pending the constitution of the arbitral tribunal.

Entire Agreement: This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior negotiations and representations. Amendment: No amendment is valid unless in writing and signed by both Parties. Severability: If any provision is held invalid or unenforceable by a competent court, including by reason of ICA 1872 s. 27, the remaining provisions — particularly the non-solicitation and confidentiality provisions — shall continue in full force and effect. Electronic Execution: This Agreement may be signed electronically; electronic signatures are valid under IT Act 2000 s. 5.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated.