Employee Non-Competition Agreement

EMPLOYEE NON-COMPETITION AGREEMENT

This Employee Non-Competition Agreement (the Agreement) is entered into between Employer Name: and Employee Name: (collectively, the Parties). The effective date of this Agreement is Effective Date: .

RECITALS

WHEREAS, Employer engages in a business of a nature that gives rise to trade secrets, confidential information, and goodwill; and

WHEREAS, Employee will be provided access to Employer's proprietary information and will be entrusted with responsibilities that are material to the Employer's competitive position; and

WHEREAS, in consideration of Employee's employment or continued employment and other good and valuable consideration as described below, the Parties desire to set forth reasonable and enforceable covenants restricting certain competitive activities by Employee.

DEFINITIONS

For purposes of this Agreement:

"Confidential Information" means all non-public business, technical, financial and strategic information of Employer, including but not limited to customer lists, pricing, marketing plans, product designs, formulas, processes, software, source code, and unpublished financial information.

"Competing Business" means any person, firm, partnership, corporation, association or other entity that develops, markets, sells, or provides products or services that are substantially similar to those offered by Employer during the Term of Employee's employment.

COVENANT NOT TO COMPETE

1. Non-Competition. During 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 with, or otherwise provide services to any Competing Business within the Geographic Area: .

The restrictions in this Section are limited to activities that are substantially similar to the activities Employee performed for Employer or for which Employee had material responsibility, knowledge or access to Confidential Information during the 12 months immediately preceding termination.

NON-SOLICITATION AND NON-DEALING

2. Non-Solicitation of Customers. During the Restricted Period, Employee shall not solicit or attempt to solicit business from any customer, client, or account of Employer with whom Employee had material contact or about whom Employee obtained Confidential Information while employed.

3. Non-Solicitation of Employees. During the Restricted Period, Employee shall not, directly or indirectly, hire or solicit for employment any person who is or was employed by Employer at any time during the 12 months preceding Employee's termination.

4. Non-Dealing. Employee shall not, during the Restricted Period, intervene to prevent any existing contract, arrangement or relationship between Employer and any third party from being performed or shall not induce any third party to terminate or reduce its business with Employer.

CONSIDERATION

In consideration for Employee executing this Agreement and complying with its terms, Employer will provide the following consideration:

CONFIDENTIALITY; RETURN OF PROPERTY

5. Confidentiality. Employee shall not disclose or use Confidential Information except as required in the performance of Employee's duties for Employer. This obligation survives termination of employment.

6. Return of Property. Upon termination, Employee shall promptly return all Employer property, records, documents, and electronic media. Employee shall not retain copies of Confidential Information.

EXCEPTIONS; LIMITATIONS

7. Passive Ownership. Nothing in this Agreement prohibits Employee from acquiring, solely as an investment, securities of a publicly traded company provided that Employee does not (directly or indirectly) control, manage or participate in the management of such company and ownership does not exceed .

8. Carve-Outs. The restrictions do not apply to business activities unrelated to Employer's business as conducted during the Term, where no use of Employer Confidential Information occurs.

REMEDIES; ENFORCEMENT

9. Injunctive Relief. Employee acknowledges that a breach of this Agreement would cause Employer irreparable injury for which monetary damages alone would be an inadequate remedy. Employer shall be entitled to injunctive relief in addition to all other remedies at law or in equity.

10. Attorneys' Fees. The prevailing party in any action to enforce this Agreement shall be entitled to recover reasonable attorneys' fees and costs.

SEVERABILITY; CHOICE OF LAW

11. Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remainder shall continue in full force and effect. If a court deems any restriction unenforceable as written, the Parties agree the court may modify the restriction to the maximum extent enforceable.

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

ACKNOWLEDGMENT AND CERTIFICATIONS

13. Employee Acknowledgment. Employee acknowledges that Employee has read this Agreement, understands its terms, and has had the opportunity to consult with counsel of Employee's choosing. Employee further acknowledges that the restrictions are reasonable in scope and necessary to protect Employer's legitimate business interests.

14. Authorization. Employee authorizes Employer to contact Employee's previous employers and references for purposes of employment verification and enforcement of this Agreement.

I certify that I have read and understand the Agreement and accept its terms.

PERSONAL INFORMATION

POSITION INFORMATION

EMPLOYMENT HISTORY

EDUCATION

REFERENCES

LEGAL DISCLOSURES

At-Will Employment Statement: Employee's employment is at-will and may be terminated by either party at any time, with or without cause, subject only to the express terms of this Agreement that are intended to survive termination.

Equal Opportunity Statement: Employer is an equal opportunity employer and makes employment decisions without regard to protected characteristics. This Agreement does not alter Employer's obligations under applicable nondiscrimination laws.

APPLICANT CERTIFICATION & AUTHORIZATION

I certify that all information provided in this form is true and complete to the best of my knowledge. I authorize Employer to contact prior employers, references, and other parties as necessary to verify information and to perform background or other employment-related checks in accordance with applicable law.

I authorize background checks and contact with prior employers and references.

NOTICES

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