Employee Non-Compete Agreement

EMPLOYEE NON-COMPETE AGREEMENT

This Employee Non-Compete Agreement (the "Agreement") is made effective as of by and between Employer Name: , an entity of type Corporation LLC Partnership Individual, and Employee Name: .

Employee Position/Title: . Employee began employment with Employer on .

RECITALS

WHEREAS, Employer is engaged in the business of providing services and products related to (the "Business"); and

WHEREAS, in the course of Employee's employment Employee will obtain and have access to Employer's confidential, proprietary, and commercially sensitive information; and

WHEREAS, Employer requires as a condition of employment that Employee agree to protect Employer's legitimate business interests, including by agreeing to reasonable post-employment restrictions to protect confidential information, customer relationships, and trade secrets.

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

1. DEFINITIONS

1.1 "Confidential Information" means all non-public information disclosed by Employer to Employee, whether oral, written or electronic, including but not limited to trade secrets, customer lists, pricing, product and marketing strategies, technical data, software, financial information, and other information that derives independent economic value from not being generally known.

1.2 "Competing Business" means any person or entity that, at the time of Employee's termination or within the Restricted Period, engages in the Business within the Territory in a manner substantially similar to Employer's material business activities as conducted during the last prior to termination.

1.3 "Territory" means the geographic area consisting of .

2. NON-COMPETITION

2.1 Covenant Not to Compete. Employee agrees that during Employee's employment and for a period of following the termination of Employee's employment for any reason (the "Restricted Period"), Employee shall not, directly or indirectly, own, manage, operate, control, be employed by, consult for, or otherwise render services to any Competing Business within the Territory.

2.2 Scope and Reasonableness. The parties agree that the scope, duration and geographic extent of the restrictions set forth in this Section 2 are reasonable in light of Employer's legitimate business interests, Employee's position and access to Confidential Information, and the consideration provided.

3. NON-SOLICITATION

3.1 Customer Non-Solicitation. During the Restricted Period, Employee shall not, directly or indirectly, solicit or attempt to solicit any customer or client of Employer with whom Employee had material contact during the last of Employee's employment for the purpose of providing products or services competitive with those offered by Employer.

3.2 Employee Non-Solicitation. During the Restricted Period, Employee shall not, directly or indirectly, solicit, recruit or hire any person who is, or was within the prior six months, an employee or contractor of Employer.

4. CONFIDENTIALITY

4.1 Obligations. Employee shall hold Confidential Information in strict confidence, shall not disclose it to any third party without Employer's prior written consent, and shall use such information solely for the benefit of Employer. Employee shall take reasonable measures to protect Confidential Information from unauthorized use or disclosure.

4.2 Exclusions. Confidential Information does not include information that (a) is or becomes generally available to the public other than by a breach of this Agreement by Employee; (b) was in Employee's lawful possession prior to disclosure by Employer; or (c) is independently developed by Employee without use of Employer's Confidential Information.

5. CONSIDERATION

5.1 Consideration Provided. The parties acknowledge receipt of good and valuable consideration sufficient to support the restrictive covenants herein, including continued employment, access to Confidential Information, and other benefits described below.

6. TERM; SURVIVAL

6.1 Term. This Agreement shall commence on the Effective Date and shall continue in force during Employee's employment and for the applicable Restricted Period thereafter. The obligations of Sections 2, 3 and 4 shall survive termination of employment for the periods specified.

7. REMEDIES; ENFORCEMENT

7.1 Equitable Relief. Employee acknowledges that a breach of this Agreement would cause irreparable harm to Employer for which monetary damages may be an inadequate remedy. Accordingly, Employer shall be entitled to injunctive relief, specific performance and any other equitable remedies in addition to monetary damages and any other remedies available at law or in equity.

7.2 Cumulative Remedies; Attorney's Fees. Remedies provided herein are cumulative. If Employer brings an action to enforce this Agreement, and prevails, Employer shall be entitled to recover its reasonable attorneys' fees and costs.

8. LIMITATIONS; SEVERABILITY

8.1 Reasonableness. The parties agree that the restrictions in this Agreement are reasonable and necessary to protect Employer's legitimate business interests. If any court of competent jurisdiction determines that any provision is overbroad, the parties request that the court modify or reform such provision to the minimum extent necessary to make it enforceable.

8.2 Severability. If any provision of this Agreement is held to be unenforceable, invalid or void by a court of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect and shall be interpreted so as to give effect to the intent of the parties to the greatest extent practicable.

9. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered in person, sent by recognized overnight courier, or mailed by certified mail, return receipt requested, to the addresses set forth below or to such other address as either party may designate by written notice.

10. AMENDMENT; WAIVER; ASSIGNMENT

10.1 Amendment. This Agreement may be amended or modified only by a written instrument signed by both parties.

10.2 Waiver. A waiver of any breach or default under this Agreement must be in writing to be effective and shall not constitute a waiver of any other right.

10.3 Assignment. Employer may assign this Agreement in connection with a sale of all or substantially all of its business or assets. Employee may not assign this Agreement without Employer's prior written consent.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

12. ENTIRE AGREEMENT

This Agreement sets forth the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements, whether written or oral, relating to such subject matter.

13. COUNTERPARTS; ELECTRONIC EXECUTION

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. Signatures transmitted by facsimile or electronic means shall be deemed original signatures for all purposes.

14. MISCELLANEOUS

14.1 Interpretation. Headings are for convenience only and shall not affect interpretation. The singular includes the plural and vice versa. The words "including" and "include" are illustrative and not limiting.

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