Fill and Sign the Agreement Employee Company Form

NONCOMPETITION AGREEMENT (Between Employee and Company) This Noncompetition Agreement (the "Agreement") is dated _____________________________ (the "Effective Date"). It is between _____________________________ (the "Employee") and _____________________________ (the "Company"). Employee is employed on a full-time basis by the Company. During the course of (his/her) employment by the Company, Employee acknowledges that (he/she) will receive specialized training and will be exposed to secret and confidential information of the Company. Employee further acknowledges that (he/she) will have contacts with actual and prospective customers, employees, investors, and financial institutions on behalf of the Company. Employee acknowledges the Company would be irreparably damaged should Employee, in any manner, enter into any competition with the Company. In consideration of the understandings set forth above and the continued employment of Employee by the Company, the receipt and sufficiency of which are acknowledged, Employee and the Company covenant and agree as follows: 1. Definitions . As used in this Agreement the following terms shall have the indicated meanings: "Specified Geographic Area" means any county in any state or country in which, at any time during the period from the Effective Date of this Agreement through the Termination Date, the Company conducted business. "Termination Date" means the date of termination of the employment of Employee by the Company, for whatever reason. 2. Covenant Not to Compete . Employee covenants that commencing on the Effective Date and continuing for a period of _____________________________ ( _____ ) months following the Terminate Date, Employee will not, unless acting as an officer or employee of the Company, directly or indirectly own, manage, finance, operate, joint, control, participate in, or derive any benefits whatsoever from, or be an officer, director, employee, partner, agent, consultant, or shareholder of, any business engaged in any activity that is in competition in any manner with the business of Company in the Specified Geographical Area, and Employee shall not render assistance or advice to any person, firm, or enterprise which is so engaged. 3. Acknowledgment of Employment at Will Status . Employee acknowledges and agrees this Agreement does not and nothing in it shall be construed to create an employment contract between Employee and the Company, and Employee is an employee at will and (his/her) employment may be terminated at any time with or without case. 4. Entire Agreement . This Agreement constitutes the entire agreement between Employee and Company with respect to the subject matter of this Agreement and supersedes and is in full substitution of any and all prior agreements and understandings, written or oral, between the parties relating to the subject matter of this Agreement. 5. Amendment . This Agreement may not be amended or modified in any respect except by an agreement in writing and executed by the parties in the same manner as this Agreement. 6. Assignment . This Agreement may be assigned without the consent of Employee in connection with a sale, transfer, or other assignment of all or substantially all of the assets of, or merger of, the Company. 7. Successors . This Agreement shall be binding upon and inure to the benefit of and be enforceable by each of the parties and their respective successors and assigns. 8. Invalid Provisions . If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future law effective during its term, that provision shall be fully severable. This Agreement shall be construed and enforced as if any illegal, invalid or unenforceable provision had never comprised a part of this Agreement and the remaining portions shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance. Further, in lieu of the illegal, invalid, or unenforceable provision, there shall be automatically added as a part of this Agreement a provision as similar in terms to the illegal, invalid, or unenforceable provision as may be possible and be legal, valid, and enforceable. 9. Specific Performance . Employee acknowledges that (his/her) breach of the provisions of Section 2. of this Agreement shall cause irreparable harm to the Company, for which there may be no adequate remedy at law and for which the ascertainment of damages will be difficult. As a result, the Company shall be entitled, in addition to, and without having to prove the inadequacy of other remedies at law, (including without limitation damages for prior breaches) to specific enforcement of this Agreement, as well as injunctive relief (without being required to post bond or other security). 10. Descriptive Headings . The descriptive headings of the several sections of this Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any provision. 11. Governing Law . This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of _____________________________ , without regard to any principles of conflict of laws which would require the application of the law of another jurisdiction. Company and Employee have executed this Agreement as of the Effective Date. _____________________________ Company _____________________________ Employee