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Non-Compete Vendor Agreement

A Non-Compete Vendor Agreement template to protect your business relationships by preventing vendors from soliciting your clients or sharing confidential information.
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May 12, 2026
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What This Template Does

This Non-Compete Vendor Agreement template is designed to safeguard your business from vendors competing with or undermining your client relationships. It sets clear restrictions on vendors working with your clients, prospects, or declined leads during and after their engagement with your business.

In addition to non-compete terms, it also establishes confidentiality obligations, ensuring vendors cannot disclose sensitive business or client information. Remedies for breaches include injunctive relief and liquidated damages to protect your company against revenue loss.

This agreement is especially valuable for companies that outsource work to vendors or contractors but want to maintain control over client relationships and proprietary information. By using this template, you reduce risk and create clear boundaries for vendor partnerships.

How to Use It

How to Update Your Non-Compete Vendor Agreement Template

This guide provides step-by-step instructions for customizing your Non-Compete Vendor Agreement with the correct parties, addresses, dates, and clause specifics.

Important: After completing these updates, carefully review the document and consider having a legal professional review your customized agreement before use.

Step 1: Set the Agreement Date
  1. Find the placeholder [Date] in the opening paragraph.
  2. Replace it with the date the agreement will be executed (signed by both parties).
Step 2: Update Party Information
  1. Replace Awesome Business, LLC only if your company’s legal name is different.
  2. Update the company address if needed (currently 123 Happy Street, Orlando, FL 32789).
  3. Replace [Vendor's Business Name] with the vendor’s full legal name.
  4. Replace [State] with the vendor’s formation/registration state.
  5. Replace [entity type] with the vendor’s entity type (e.g., LLC, corporation, sole proprietorship).
  6. Replace [Address] with the vendor’s principal business address.
Step 3: Confirm/Adjust the Non-Compete Period
  1. Locate the Non-Compete clause specifying 12 months after engagement ends.
  2. Keep 12 months or edit to your preferred duration (e.g., 6, 18, or 24 months), ensuring it complies with applicable law.
Step 4: Define the Scope of Restricted Activities
  1. Review the prohibitions on soliciting, accepting, or performing work for:
    • Clients/customers/prospects of your company,
    • Prospects your company declined, and
    • Prospects that declined your company’s proposal.
  2. Adjust wording only if you need narrower or broader coverage for your use case.
Step 5: Confirm Confidentiality Language
  1. Ensure the confidentiality clause reflects your expectations for handling client and company information.
  2. Add any specific carve-outs or return/destruction requirements if needed.
Step 6: Remedies and Liquidated Damages
  1. Review the injunctive relief language (ability to seek court orders to stop a breach).
  2. Confirm the liquidated damages amount set to two times the revenue Awesome Business would have earned; adjust if a different formula is preferred.
Step 7: Governing Law and Jurisdiction
  1. Confirm Florida is your intended governing law; change if your company uses a different state.
  2. Update jurisdiction venue if you prefer a specific county/court within your state.
Step 8: Signatures
  1. Fill in the signature blocks for both parties:
    • Your company: Name and Title of the authorized signer.
    • Vendor: Name and Title of the authorized signer.
Quick Reference
Key placeholders to replace
  1. [Date] → Agreement effective date
  2. Awesome Business, LLC / 123 Happy Street, Orlando, FL 32789 → Your company name and address (if different)
  3. [Vendor's Business Name] → Vendor’s legal name
  4. [State] → Vendor’s formation/registration state
  5. [entity type] → Vendor’s entity type (LLC, Corp, etc.)
  6. [Address] → Vendor’s principal business address
  7. 12 months → Your chosen non-compete period
  8. Two times the revenue → Your preferred liquidated damages formula (if changed)

Text Copy

Download Whole Agreement Text
Non-Compete Vendor Agreement

NON-COMPETE VENDOR AGREEMENT

This Non-Compete and Non-Solicitation Agreement (the "Agreement") is entered into as of [Date], by and between Awesome Business, LLC, a Florida limited liability company, having its principal place of business at 123 Happy Street, Orlando, FL 32789 ("Awesome Business"), and [Vendor's Business Name], a [State] [entity type], having its principal place of business at [Address] ("Vendor").

In consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Non-Compete

Vendor agrees that, during the term of its engagement with Awesome Business and for a period of 12 months thereafter (the "Non-Compete Period"), Vendor shall not, without the prior written consent of Awesome Business:

  1. directly or indirectly solicit, accept or perform any work, project or services from:
    1. any client, customer, or prospect of Awesome Business;
    2. any client, customer, or prospect of Awesome Business that Awesome Business has turned down; or
    3. for any client, customer, or prospect that has declined a project proposal from Awesome Business, where such work, project or services is or would be competitive with, or similar in nature to, the products, services, or projects offered or provided by Awesome Business during Vendor's engagement with Awesome Business;
  2. directly or indirectly induce, encourage, or assist any client, customer, or prospect of Awesome Business to terminate, suspend, or reduce its relationship with Awesome Business in connection with any work, project or services that are competitive with, or similar in nature to, the products, services, or projects offered or provided by Awesome Business during Vendor's engagement with Awesome Business.

Confidentiality

In the course of Vendor's engagement with Awesome Business, Vendor may have access to confidential information relating to Awesome Business and its clients, customers, or prospects. Vendor agrees not to disclose any such confidential information to any third party during the Non-Compete Period or at any time thereafter, except as required by law.

Remedies

In the event of a breach or threatened breach by Vendor of any of the provisions of this Agreement, Awesome Business shall be entitled to seek, in addition to any other legal or equitable remedies, preliminary and permanent injunctive relief to prevent or restrain any such breach.

Vendor acknowledges that breach of this Agreement would cause Awesome Business injury and damage, the actual amount of which would be difficult to ascertain. Therefore, in addition to equitable and injunctive relief as may be necessary to protect Awesome Business’ interest, Vendor agrees it will be liable to Awesome Business for liquidated damages in the amount equal to two times the revenue which would have been earned by Awesome Business had Vendor not been in breach. As the total amount of damages due to Awesome Business for breach of this Agreement are uncertain and difficult to ascertain, the parties acknowledge that this is a reasonable estimate of the damage that would likely be caused by a breach. The parties agree that lost revenue will not be considered consequential damages for the purpose of this Agreement and are not subject to any exclusion of consequential damages.

Governing Law; Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida without giving effect to its conflicts of laws principles. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of the State of Florida and the parties hereto consent to the personal jurisdiction of such courts.

Entire Agreement

This Agreement, together with any other agreements, exhibits or attachments referred to herein, constitutes the entire agreement between the parties and supersedes all prior agreements, understandings and arrangements, whether oral or written, between the parties with respect to the subject matter hereof.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

Awesome Business, LLC

By: ____________________________
Name: __________________________
Title: ___________________________

[Vendor's Business Name]

By: ____________________________
Name: __________________________
Title: ___________________________

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