Employee Exclusivity Agreement

EMPLOYEE EXCLUSIVITY AGREEMENT

This Employee Exclusivity Agreement (the Agreement) is entered into between Employer Name: and Employee Name: . The parties agree as follows:

Personal Information

Position Information

Employment Start Date:   Annual Salary (or rate): $

Employment History

Education

References

Recitals and Definitions

WHEREAS, Employee will perform services for Employer in a position of trust and access to confidential information and customer relationships; and WHEREAS, Employer desires that Employee devote Employee's full business time, attention and skill to Employer's business during the Term of employment as set forth below.

For purposes of this Agreement, "Confidential Information" means non-public information concerning Employer's business, customers, pricing, products, services, marketing plans, technical data and trade secrets. "Competitive Business" means any business that develops, markets, sells or provides products or services substantially similar to those provided by Employer at any time during the Term.

Exclusivity Covenant

Employee agrees that during the Term (defined below) Employee shall not, directly or indirectly, engage in, own, manage, operate, control, be employed by, consult for, or provide services to any Competitive Business without the prior written consent of Employer. This exclusivity applies to activities that would materially conflict with Employee's duties or Employer's business interests.

Permitted Activities: The following activities are permitted and do not constitute a breach of this Agreement if they do not interfere with job performance or conflict with Employer's interests:

Passive ownership (less than 2% of a publicly traded company's outstanding securities).

Non-competing volunteer or freelance activities that are disclosed in writing and approved in advance by Employer.

Term and Termination

Term: The term of this Agreement shall commence on Employee Start Date: and shall continue until the termination of Employee's employment with Employer (the Term), unless earlier terminated as provided herein.

Termination for Cause: Employer may terminate this Agreement for cause upon material breach by Employee. Termination by Employer without cause or resignation by Employee does not relieve Employee of obligations accrued during the Term.

Compensation and Consideration

In consideration for the exclusivity obligations, Employer will provide the following consideration in addition to regular wages:

Confidentiality, Invention Assignment, and Remedies

Employee acknowledges and agrees to be bound by Employer's confidentiality and invention assignment obligations as set forth in any separate confidentiality or invention assignment agreement between the parties. Employee acknowledges that breach of the exclusivity covenant or confidentiality obligations may cause irreparable harm for which monetary damages may be an inadequate remedy, and Employer shall be entitled to injunctive relief in addition to other remedies.

Liquidated Damages: If the parties elect liquidated damages as a remedy, the amount shall be: $ (if left blank, Employer may seek actual damages and equitable relief).

Governing Law; Severability; Entire Agreement

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the state of Employment State: , without regard to conflicts of law principles.

Severability: If any provision of this Agreement is found to be unenforceable, the parties agree that the provision shall be reformed to the minimum extent necessary to make it enforceable, and the remainder of the Agreement shall remain in effect.

Entire Agreement: This Agreement, together with any other written agreements between the parties referenced herein, constitutes the entire understanding between the parties with respect to exclusivity and supersedes all prior agreements, whether written or oral, on that subject.

Employment Policies and Notices

At-Will Employment: Employee acknowledges that employment with Employer is at-will and may be terminated by either party at any time, with or without cause or notice, unless otherwise provided in a separate written agreement signed by authorized representatives of Employer and Employee.

Equal Opportunity: Employer is an equal opportunity employer. Employment decisions are made without regard to race, color, religion, sex, national origin, disability, age, or any other protected characteristic.

Authorization and Certifications

Authorization to Contact Previous Employers and Conduct Background Checks: Employee hereby authorizes Employer to contact previous employers, references, and educational institutions and to conduct background and verification checks as required in connection with Employee's employment and compliance with this Agreement.

Consent to Background Check: I consent to the background and reference checks described above.

Applicant Certification: I certify that all information provided in this Agreement and the attached employment records is true, complete and correct to the best of my knowledge. I understand that falsification or omission of material facts may be grounds for disciplinary action, up to and including termination of employment.

Sign Now