Can I include a non-compete clause in my business proposal?

Yes - NDAs are a very common agreement during the business proposal and discussion phase of working together.

As much as I hate to use the common phrase, "it depends" the best answer to your question is, "it depends." If you are including their proprietary methods or proprietary approaches in your own proposal, that are not merely industry standard (ex: specific financial modeling built for a type of project developed by your competitor) it could be a problem. If you are merely following the same template in your proposal that is industry standard, developed your own bidding template, or otherwise are using your own work and are not relying on your competitor's work for your proposal, you are probably just fine. There are statutes and rules in California surrounding unfair business practices and specific actions to prevent practices such as "theft of trade secrets." If your competitor is just upset or concerned because you are in the same industry and submitting proposals to requests from clients, as long as you are completely above board, you should be fine. There is danger if you are submitting unsolicited proposals to their clients with the intent to poach or interfere with their existing relationships. That kind of business practice could be actionable. Again, without knowing any specifics, this is general business education for bidding and proposals in California, not legal advice. If you're doing business ethically and they just don't like competition, well- that may just be a "them" problem.

What you have described appears to act as a liquidated damages clause. Typically liquidated damage clauses are unenforceable, or not enforced by courts in Massachusetts. However, there may be other methods that can be used to pursue this vendor. For example, a demand letter is one method of putting pressure on a vendor, and such a letter can be followed up with a suit if the matters in the letter are not addressed within 30 days.

If you have an agreement in place, you can simply follow what the agreement says you need to do in order to exit. If you don't, you would need to negotiate an exist with the other party/parties that are involved to ensure a smooth and amicable exit. I can assist you with that. You can engage my services through the website and I can assist. Donya Gordon

The answer to your question is, as so many answers in the legal world..."it depends." It depends because it is possible that the company could have included in the original contract with you a clause preserving its right to change its policy without notice (although it could be argued that such a clause is unenforceable in a court) or it original contract may include language in which you waive your right to notice or some other similar waiver. The contract you are referring to in your question would need to be reviewed by an attorney practiced in contract law.