Number of pages: 18

Understanding Non-poaching & Information Protection Agreement in International Engineering Projects

In today’s globalized world, companies increasingly collaborate on international engineering and technology projects. However, these partnerships raise risks like personnel poaching and trade secret leaks. Therefore, Non-poaching & Information Protection Agreements become essential. For instance, they prevent the theft of skilled workers and safeguard sensitive data. Moreover, these agreements ensure compliance with standards such as the EU Trade Secrets Directive (2016/943) and GDPR (EU 2016/679).

Introduction: The Importance of the Agreement

The provided agreement is an optimized sample of a Non-Poaching and Information Protection Agreement between two companies (the Owner and the Contractor). It not only focuses on legal aspects but also incorporates operational frameworks like access-level matrices, document handling protocols, and post-project obligations. The primary goal is to balance collaboration with protection, ensuring sensitive information—such as proprietary technologies, algorithms, and engineering data—is not used without authorization.

Provisions of the Agreement

1. Definitions and Scope: The agreement provides precise definitions for terms like “Embedded Personnel” (Owner’s staff deployed at Contractor’s facilities), “Restricted Information” (trade secrets, designs, software, etc.), and “Non-Poaching Period” (project duration plus 24 months post-completion, compliant with antitrust laws).
2. Non-Poaching Obligations: Parties commit to not soliciting, recruiting, or hiring each other’s employees directly or indirectly (e.g., via headhunters or online platforms) during the Non-Poaching Period. Violations trigger liquidated damages, such as 18 months of the affected employee’s compensation plus replacement costs (capped at €500,000). This is interpreted narrowly to avoid anti-competitive issues, excluding general job ads.
3. Information Protection: Emphasis is on digital and physical access controls. Embedded Personnel cannot copy, photograph, or transmit Restricted Information without approval. Monitoring of activities (e.g., logs and audits) complies with GDPR. Post-project, all information must be returned or deleted, with a Certificate of Deletion issued and verifiable through audits.
4. Audit Rights and Remedies: Each party can audit compliance with reasonable notice. Breaches lead to liability, indemnification, and remedies like injunctions. Insurance requirements include general liability (€5M), cyber liability, and professional indemnity.
5. Governing Law: Governed by an EU Member State’s laws, with disputes resolved via ICC Arbitration and optional mediation.

This agreement integrates NNN (Non-Use, Non-Disclosure, Non-Circumvention) elements to enhance global enforceability and mitigate risks in cross-border partnerships.

Challenges and Benefits

Antitrust laws sometimes challenge these agreements. For example, they ban overly broad restrictions. Nevertheless, benefits outweigh issues. They cut IP theft, build trust, and meet standards. In engineering, where tech is sensitive, such pacts prove vital.

In summary, this sample guides international firms. It merges legal safeguards with practical steps.

Check out more pages of our website for related content:

• Non-Disclosure Agreement
• Business Plan Non-Disclosure Agreement (NDA)
• AI Non-Disclosure Agreement (AI NDA)
• ICC Non-Circumvention & Non-Disclosure Agreement (NCNDA)
• Non-Circumvention Non-Disclosure Agreement (NCNDA)

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Reference:

• Legal 500 – No-Poach Agreements: A Global Antitrust Issue – Aug 4, 2025
• Shoosmiths – No poaching agreements, another competition decision
• Oxera – How do non-poaching agreements distort competition? – Jun 28, 2019