Business Restrictive Covenants Template

BUSINESS RESTRICTIVE COVENANTS AGREEMENT

Parties

This Restrictive Covenants Agreement (the agreement) is entered into as of (Effective Date) by and between:

Corporation Limited Liability Company Partnership Individual

Corporation Limited Liability Company Partnership Individual

Recitals

WHEREAS, Company develops, markets, and sells business products and services that rely on confidential information, customer relationships, and proprietary processes; and

WHEREAS, Covenantor will perform duties for Company and in consideration of access to Confidential Information and other good and valuable consideration, the parties desire to protect the legitimate business interests of Company by restricting certain competitive activities and solicitation following termination of the relationship.

NOW, THEREFORE, in consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Scope of Work

Restrictive Covenants

1. Non-Competition. Covenantor agrees that during the Term and for a period of following termination, Covenantor shall not, directly or indirectly, own, manage, operate, consult with, or be employed by any business that is competitive with Company's material lines of business within the geographic area described as . The restrictions set forth are reasonable and necessary to protect Company's legitimate business interests.

2. Non-Solicitation of Employees. Covenantor shall not, for a period of after termination, directly or indirectly solicit, recruit, or hire any person who is or was an employee or contractor of Company at any time during the twelve (12) months preceding termination.

3. Non-Solicitation of Customers. Covenantor shall not, for a period of after termination, directly or indirectly solicit or accept business from any customer or client of Company with whom Covenantor had material contact during the period prior to termination. "Customer" means any person or entity that purchased or received services from Company during such period.

4. Confidentiality. Covenantor shall hold in strict confidence and shall not use or disclose, except as required to perform the Scope of Work, any Confidential Information of Company. Confidential Information includes, without limitation, trade secrets, customer lists, pricing, marketing plans, product designs, processes, and other non-public business information disclosed or accessed in any form. Allowed disclosures are limited to those required by law and, when feasible, following prior written notice to Company.

Payment Terms & Consideration

In consideration for the restrictive covenants and other obligations set forth herein, Company shall provide the following consideration to Covenantor:

Term; Termination; Notice

This Agreement shall commence on and shall continue until unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon prior written notice to the other party. Termination does not relieve Covenantor of obligations that, by their nature, survive termination, including confidentiality and post-termination restrictive covenants described above.

Remedies; Enforcement

Covenantor acknowledges that a breach of the restrictive covenants or confidentiality obligations would cause irreparable harm to Company for which monetary damages alone may be an inadequate remedy. Accordingly, in addition to any other available remedies, Company shall be entitled to injunctive relief to enforce the provisions of this Agreement, and Covenantor agrees that Company may seek specific performance or other equitable relief without the requirement to post a bond.

Miscellaneous Provisions

Assignment. This Agreement and the rights hereunder may not be assigned by Covenantor without the prior written consent of Company. Company may assign this Agreement to any successor by merger, sale of assets, or operation of law.

Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the original intent.

Notices. All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate by notice in accordance with this section.

Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, representations, and understandings, whether oral or written. No amendment or modification shall be effective unless in writing and signed by both parties.

Waiver. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver of that provision or of the right to enforce such provision.

Authority. Each individual signing below represents and warrants that they have full authority to enter into this Agreement on behalf of the party for which they sign.

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