Business Competition Policy

BUSINESS COMPETITION POLICY

This Business Competition Policy (the Policy) is entered into by and between Company Name: and Counterparty Name: .

WHEREAS

WHEREAS, Company operates certain business lines and possesses confidential information, trade secrets and customer relationships essential to its business; and

WHEREAS, Counterparty may obtain access to Company Confidential Information and by virtue of its role may be positioned to compete with the Company unless reasonable restrictions are put in place; and

WHEREAS, the Parties desire to set forth in writing the terms governing competition, solicitation, confidentiality, and remedies in order to protect legitimate business interests while defining consideration and duration.

SCOPE OF POLICY / SCOPE OF WORK

The Parties agree the following describes the scope of permitted and restricted activities, responsibilities, and the services or functions relevant to the restrictions below. Provide a clear description of the role, duties, and any exceptions to non-competition restrictions:

NON-COMPETE AND NON-SOLICITATION

1. Non-Compete: For the duration set forth in this Policy, Counterparty shall not, directly or indirectly, own, manage, operate, consult with, or provide services to any business that is in competition with the Company's business activities within the Restricted Territory defined below, except as expressly permitted in writing by the Company.

Restricted Territory:

2. Non-Solicitation: For the same duration, Counterparty shall not solicit or attempt to solicit the Company's employees, independent contractors, suppliers, or customers for the purpose of diverting business or hiring personnel away from the Company.

Apply Non-Compete: Yes No

Restricted Duration (months):

CONFIDENTIALITY

1. Definition: "Confidential Information" means non-public technical, business, financial, customer, pricing and strategic information, trade secrets, and other material disclosed by the Company that is designated confidential or would reasonably be understood to be confidential given the nature of the information.

2. Obligations: Counterparty shall (a) hold Confidential Information in strict confidence; (b) not disclose such information to any third party except as necessary and only under a written confidentiality obligation at least as protective as this Policy; and (c) use Confidential Information solely for the performance of permitted duties for the Company.

3. Exceptions: Confidential Information does not include information that (a) is or becomes generally known through no breach by Counterparty, (b) is received from a third party without breach of an obligation of confidentiality, or (c) is independently developed by Counterparty without use of or reference to Company Confidential Information. The burden of proving an exception rests with Counterparty.

PAYMENT AND CONSIDERATION

In consideration for Counterparty's agreement to the restrictions and confidentiality obligations, the Company shall provide the following compensation:

TERM AND TERMINATION

This Policy is effective as of Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either Party may terminate this Policy for material breach by providing written notice and a cure period of Notice Period (days): . Termination shall not relieve Counterparty of obligations accrued prior to termination, including confidentiality and any surviving restrictive covenants expressly designated to survive.

REMEDIES, ENFORCEMENT & SEVERABILITY

The Parties agree that a breach of the non-disclosure, non-competition, or non-solicitation provisions would cause irreparable harm for which monetary damages are an inadequate remedy. In addition to monetary damages, the Company is entitled to seek injunctive and other equitable relief, as well as recovery of attorneys' fees and costs incurred in enforcement. If any provision of this Policy is held invalid or unenforceable by a court of competent jurisdiction, it shall be reformed to the minimum extent necessary to make it enforceable; remaining provisions shall continue in full force and effect.

GOVERNING LAW

This Policy shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. Venue for disputes shall be in the state or federal courts located within that State unless otherwise mutually agreed in writing.

ENTIRE AGREEMENT

This Policy, together with any written attachments or contemporaneous agreements specifically incorporated herein, constitutes the entire agreement between the Parties regarding the subject matter and supersedes all prior and contemporaneous agreements, understandings, and communications, whether written or oral. Any amendment or waiver must be in writing and signed by authorized representatives of both Parties.

ACKNOWLEDGMENT

By signing below, each Party acknowledges that it has read this Policy, understands its terms, has had the opportunity to seek independent advice, and agrees to be bound by its terms.

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