Employee Non Solicitation Agreement

EMPLOYEE NON-SOLICITATION AGREEMENT

This Employee Non-Solicitation Agreement (the Agreement) is made effective as of by and between the Employer and the Employee identified below.

Parties and Contact Information

Position and Employment Details

Employment History (Most Recent)

Education

References (Professional)

Legal Disclosures and Acknowledgements

At-Will Employment: The Employee acknowledges that employment with the Employer is at-will, meaning either the Employer or the Employee may terminate the employment relationship at any time, with or without cause or notice, except as otherwise provided in a written agreement signed by an authorized representative of the Employer.

Equal Opportunity: The Employer is an equal opportunity employer. The Employee acknowledges that the Employer does not discriminate on the basis of any protected characteristic under applicable law.

I acknowledge and agree to the At-Will Employment statement.

I acknowledge and agree to the Equal Opportunity statement.

Non-Solicitation Covenants

1. Definitions. For purposes of this Agreement:

"Company Confidential Information" means non-public information that derives independent economic value from not being generally known to the public and that relates to the Employer's business, customers, pricing, marketing, personnel, or operations.

"Customer" means any person or entity who, within the 12 months preceding the Employee's separation from employment, (a) was solicited by the Employer, (b) purchased or received products or services from the Employer, or (c) with whom the Employee had material direct contact on behalf of the Employer.

2. Non-Solicitation of Employees. During the Employee's employment and for a period of following termination for any reason, the Employee will not directly or indirectly solicit, recruit, induce, or assist any third party to solicit or hire any person who is or was employed by the Employer at any time during the Employee's employment with the Employer.

3. Non-Solicitation of Customers and Prospective Customers. During the Employee's employment and for a period of following termination for any reason, the Employee will not, on the Employee's own behalf or on behalf of any other person or entity, directly or indirectly solicit, contact, or accept business from any Customer with whom the Employee had material contact on behalf of the Employer, for products or services that are competitive with those offered by the Employer.

4. Non-Solicitation of Vendors and Suppliers. During the Employee's employment and for a period of following termination, the Employee will not intentionally induce or attempt to induce any material vendor or supplier of the Employer to cease or reduce doing business with the Employer.

5. Exceptions. The restrictions set forth in Sections 2–4 shall not prohibit: (a) general solicitations that are not specifically targeted at the Employer's employees, customers, or vendors (including general advertising or job postings not directed to specific individuals); or (b) actions by the Employee with respect to persons or entities with whom the Employee had a documented, bona fide business relationship prior to the Effective Date of this Agreement, provided that the Employee discloses such relationships in writing to the Employer at the time of execution.

Consideration

In consideration of the promises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Employer and the Employee agree as follows.

Confidentiality and Additional Covenants

The Employee acknowledges that the enforcement of this Agreement may require the Employer to disclose Company Confidential Information to the court. The Employee agrees that any such disclosure shall be limited to information reasonably necessary to enforce the Employer's rights and that any party receiving such information shall be requested to maintain its confidentiality.

Remedies; Injunctive Relief

The Employee acknowledges that breach of this Agreement will cause irreparable harm to the Employer for which monetary damages alone would be an inadequate remedy. Accordingly, the Employer shall be entitled to seek injunctive relief and specific performance, in addition to any other remedies available at law or in equity, including recovery of attorneys' fees and costs incurred in enforcing this Agreement.

Severability; Governing Law; Miscellaneous

If any provision of this Agreement is found to be invalid or unenforceable in whole or in part, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be reformed to the minimum extent necessary to make it enforceable.

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

Assignment: The Employer may assign its rights and obligations under this Agreement. The Employee may not assign this Agreement or any rights hereunder without the prior written consent of the Employer.

Background Checks and Authorization

The Employee authorizes the Employer to contact prior employers and references and to obtain background checks, credit reports to the extent permitted by law, and other employment-related information necessary to verify information provided and to evaluate compliance with this Agreement. The Employee certifies that all information provided in this Agreement and accompanying materials is true and complete to the best of the Employee's knowledge.

I authorize the Employer to contact prior employers, references, and to conduct background checks as described above.

Applicant Certification: I certify that all information provided is true and complete. I understand that false statements or omissions may result in disciplinary action up to and including termination of employment.

Exceptions and Prior Agreements

The parties represent that this Agreement is not intended to modify or supersede any other written agreement between the parties unless expressly stated herein. Any exceptions to the non-solicitation obligations must be set forth in a written addendum signed by an authorized representative of the Employer.

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