Non Relocation Agreement Prevents a business from relocating within a specified geographic area during the contract term, maintaining a physical presence.
The purpose of this Agreement is to provide the terms and conditions under which the Company must not relocate within a designated geographic area for the duration of the Agreement, as well as to stipulate any penalties for non-compliance.
2.1. Defined Area
For the purposes of this Agreement, the designated geographic area within which the Company must not relocate includes the following areas: the city and county of San Francisco, California, and a 15-mile radius surrounding the borders of the city and county of San Francisco, California (hereinafter the "Restricted Area"). The Parties acknowledge and agree that the Restricted Area has been specifically tailored to protect the Party's legitimate interests and is reasonable in terms of geographic scope.
3.1. Contract Term
This Agreement shall commence on the Effective Date and shall continue in full force and effect for a period of [Number of Years] years, or until terminated earlier in accordance with the provisions of this Agreement (the "Term").
3.2. Renewal Term
The Term of this Agreement may be extended by written agreement of the Parties, provided that such extension is executed prior to the expiration of the then-current Term.
4.1. Prohibition on Relocation
During the Term of this Agreement, the Company is prohibited from relocating its primary place of business, any of its installations or facilities, or its operations, in whole or in part, to a location outside of the Restricted Area. The Company shall also be prohibited from establishing any new installations, facilities, or operations outside of the Restricted Area.
The prohibition on relocation as set forth in Section 4.1 does not apply to any temporary or short-term relocations necessitated by emergencies, force majeure events, or any other circumstances beyond the Company's control, provided that the Company returns to the Restricted Area within a reasonable period and provides the Party with prompt written notice of any such temporary or short-term relocation.
5.1. Calculation of Penalties
In the event the Company relocates outside of the Restricted Area in violation of Section 4.1, the Company shall pay the Party liquidated damages as set forth in this Section 5.1. The Parties acknowledge and agree that the measure of damages for the Company's breach of this Agreement is difficult to ascertain and that the liquidated damages set forth in this Section 5.1 are a reasonable estimate of the damages that the Party would suffer as a result of the Company's breach of this Agreement. The liquidated damages shall be calculated as follows:
(a) [Percentage]% of the Company's gross revenue for the twelve (12) months preceding the breach; or
(b) A flat fee of $[Amount],
whichever is greater. The liquidated damages shall be payable to the Party within thirty (30) days of the Company's breach of this Agreement.
5.2. Remedies Cumulative
Notwithstanding Section 5.1, the Party may seek equitable relief, including injunctive relief or specific performance, in addition to any other remedies available under this Agreement or at law or in equity. The Parties agree that the rights and remedies provided in this Agreement are cumulative and not exclusive of any other rights and remedies that the Parties may have.
This Agreement shall be governed by and construed in accordance with the laws of the United States of America and the State of California, without regard to its conflicts of laws principles.
This Agreement may only be amended by a written instrument executed by both Parties.
7.2. Entire Agreement
This Agreement, together with any other documents incorporated herein by reference, constitutes the entire agreement between the Parties and supersedes any prior agreements, understandings, or negotiations, whether written or oral, relating to the subject matter of this Agreement.
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.
If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if the invalid, illegal or unenforceable provision had never been part of it.
All notices, consents, and communications under this Agreement shall be in writing and shall be deemed delivered upon receipt when delivered personally, upon confirmation of receipt when sent by email, or three (3) days after being sent by certified mail, postage prepaid, return receipt requested, to the Parties at their respective addresses set forth below or to such other address as a party may designate by notice.
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