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Non Relocation Agreement template
Non Relocation Agreement sample


What is Non Relocation Agreement?

Non Relocation Agreement Prevents a business from relocating within a specified geographic area during the contract term, maintaining a physical presence.



Sample template:



Non-Relocation Agreement


This Non-Relocation Agreement (the "Agreement") is entered into as of [Date] by and between Anchorstay Solutions, a company located in San Francisco, California ("Company") and [Other Party's Name], a [Individual/Entity] ("Party"), collectively referred to as the "Parties."

1. Purpose of Agreement

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. Geographic Area

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. Term of Agreement

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. Restrictions on Relocation

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.



4.2. Exceptions


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. Penalties for Non-Compliance

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.



6. Governing Law

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.



7. Miscellaneous

7.1. Amendments


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.



7.3. Counterparts


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.



7.4. Severability


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.



7.5. Notices


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.



IN WITNESS WHEREOF, the Parties have executed this Non-Relocation Agreement as of the date first above written.

_________________________ _________________________
[Company's Name] [Other Party's Name]

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Common Sections of a Non-Relocation Agreement


In this Non-Relocation Agreement, you will see the following sections:

  1. Purpose of Agreement
  2. Geographic Area
  3. Term of Agreement
  4. Restrictions on Relocation
  5. Penalties for Non-Compliance
  6. Governing Law
  7. Miscellaneous


Analysis/Summary of each section

  1. Purpose of Agreement : This section explains that the agreement is meant to set the terms and conditions under which the Company must not relocate within a specific geographic area for the duration of the agreement. It also mentions any penalties for not following the agreement.

  2. Geographic Area : This section defines the specific geographic area (Restricted Area) where the Company must not relocate. It also states that the Restricted Area is reasonable and tailored to protect the Party's interests.

  3. Term of Agreement : This section outlines the duration of the agreement, which starts on the Effective Date and lasts for a specified number of years. It also mentions the possibility of extending the agreement through a written agreement between both parties.

  4. Restrictions on Relocation : This section details the restrictions on the Company's relocation, prohibiting it from moving its primary place of business, installations, facilities, or operations outside the Restricted Area. It also mentions exceptions for temporary or short-term relocations due to emergencies or other uncontrollable circumstances.

  5. Penalties for Non-Compliance : This section explains the penalties the Company must pay if it relocates outside the Restricted Area in violation of the agreement. It provides a formula for calculating liquidated damages and states that the Party may seek additional remedies, such as equitable relief, in addition to the liquidated damages.

  6. Governing Law : This section states that the agreement will be governed by and construed following the laws of the United States of America and the State of California.

  7. Miscellaneous : This section covers various miscellaneous provisions, such as amendments, the entire agreement, counterparts, severability, and notices. It explains how the agreement can be amended, that it constitutes the entire agreement between the parties, that it can be executed in counterparts, and how invalid provisions will be handled. It also outlines the process for sending notices, consents, and communications under the agreement.

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