چکیده:
A non-compete agreement is a contract in which one person agrees with another not to engage in a specific trade with a third party who is not a party to this agreement in the future. All non-compete agreements, in the absence of specific conditions justifying their validity, are void and contrary to public order and Article 28 of the Constitution. A non-compete agreement is enforceable only if three conditions are met. These conditions are: the agreement must be reasonable and customary, meaning the subject matter must be customary and its temporal and spatial limits must not exceed what is customarily necessary. There must be protectable contractual interests, meaning the interests the contract seeks to preserve must arise from the contractual relationship between the parties. The final condition is that the agreement must respect the interests of society, meaning the said agreement must be useful to society or at least not cause harm to it.
خلاصه ماشینی:
The primary principle governing this contract and the conditions for its validity have been well clarified and determined in the laws of these countries; however, in Iranian law, apart from Article 959 of the Civil Code, which concerns the waiver of rights, there is no specific text regarding the obligation not to engage in trade.
In response, it can be said that, firstly, what is conventionally understood from the aforementioned principle as the entire subject is the non-conflict with the rulings of Islam, public interests, and the rights of others; and the occupation mentioned in Article 28 of the Constitution refers to predominant cases and the specific occupation is not the subject itself, but rather any act that is contrary to Islam, the interests of society, and the rights of others, is the subject of the prohibition of this principle.
Therefore, the scope of the temporal and spatial limitations of a non-compete contract is subject to the specific custom of that type of trade which rational people, considering the importance and breadth of the activity, deem necessary to protect the interests of the beneficiary.
(î 2:417) It seems that in Iranian law, the necessity of the condition of the existence of contractual benefits for the validity of a non-compete contract can be derived from Article 348 of the Civil Code, as the said article stipulates that the sale of something that has no reasonable benefit is void.
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