Non Compete Non Solicitation

Non‑Compete & Non‑Solicitation Agreement

Effective Date:  January 1, 2024


This Non‑Compete & Non‑Solicitation Agreement (“Agreement”) is entered into by and between:

GoldWell Corporation, a company registered in Japan, operating under the trade name Ascott Consulting (“the Company”), and
 [Recipient Name] (“the Recipient”).

Collectively referred to as the “Parties.”

1. Purpose

The Recipient is, or will be, engaged by the Company to provide consulting, vendor management, procurement, or related services, and may gain access to the Company’s confidential information, clients, vendors, contractors, and proprietary business relationships. This Agreement is intended to protect the Company’s legitimate business interests, trade secrets, and goodwill.

2. Non‑Compete Obligation

  1. During the term of the Recipient’s engagement with the Company, and for a period of [X] months/years following the termination of such engagement for any reason, the Recipient shall not, directly or indirectly, whether as an employee, consultant, partner, shareholder, or in any other capacity:
  • Provide consulting or advisory services substantially similar to those offered by the Company to any client, prospect, or lead of the Company with whom the Recipient had direct or indirect contact in the last [X] months of engagement.
  • Establish, own, operate, or participate in a business that competes with the Company in the fields of vendor management, procurement strategy, efficiency consulting, or related advisory services within [geographic area or “Japan and any country where the Company operates”].

3. Non‑Solicitation of Clients

  1. For the same period stated above, the Recipient shall not, without the Company’s prior written consent:
  • Solicit, divert, or attempt to solicit or divert any business from any client, prospect, or business partner of the Company with whom the Recipient had dealings during their engagement.
  • Encourage any such client or partner to reduce or terminate their business relationship with the Company.

4. Non‑Solicitation of Personnel

  1. For the same period stated above, the Recipient shall not, directly or indirectly:
  • Solicit for employment or engage any employee, consultant, or subcontractor of the Company with whom the Recipient worked during their engagement.
  • Encourage or induce any such individual to terminate their relationship with the Company.

5. Confidential Information

  1. The obligations in this Agreement are in addition to, and do not replace, the Recipient’s obligations under any Non‑Disclosure Agreement (NDA) with the Company.
  2. The Recipient shall not disclose or use any confidential or proprietary information of the Company for any purpose other than as required to perform their duties for the Company.

6. Reasonableness

The Recipient acknowledges that:

  • These restrictions are reasonable in scope and duration to protect the Company’s business interests.
  • Any breach of this Agreement would cause irreparable harm to the Company for which monetary damages may be inadequate, entitling the Company to seek injunctive relief in addition to any other remedies available under law.

7. Governing Law & Jurisdiction

This Agreement shall be governed by, and interpreted in accordance with, the laws of Japan. Any disputes shall be subject to the exclusive jurisdiction of the Tokyo District Court.

8. Entire Agreement

This Agreement constitutes the entire understanding between the Parties concerning non‑competition and non‑solicitation obligations and supersedes any prior agreements or understandings, whether written or oral.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.



GoldWell Corporation
(operating as Ascott Consulting)
Signature: ___________________________
Name: ______________________________
Title: _______________________________
Date: _______________________________

[Recipient Name]
Signature: ___________________________
Name: ______________________________
Title: _______________________________
Date: _______________________________