Can this be e-signed?

Yes. Electronic signatures are generally enforceable under the ESIGN Act (15 U.S.C. ch. 96) and UETA in most states, provided intent, consent, attribution, and record retention requirements are met.

Are non-competes valid everywhere?

No. Enforceability depends on state law; some states like California largely void non-compete clauses while others enforce reasonable, narrowly tailored restrictions.

Do I need a notary or witness?

Most jurisdictions do not require notarization for NDAs or non-competes, but certain states or specific transaction types may require acknowledgment or witnesses for evidentiary benefits.

What makes a clause unenforceable?

Overbroad scope, indefinite duration, vague territorial limits, lack of consideration, or attempts to restrict lawful activity are common grounds for invalidation by courts.

How long should records be kept?

Retain signed agreements for the active term plus several years; follow federal baselines such as IRS three-year rules and HIPAA six-year retention where applicable.

When should I consult counsel?

Consult labor or contract counsel before issuing restrictive covenants, when operating across states with varying laws, or when drafting enforceability-sensitive language.

Electronic Signature
Templates
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Form of Employment Nondisclosure and Non-Compete Agreement

Form of Employment Nondisclosure and Non-Compete Agreement

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

SAMPLE NON-COMPETE AGREEMENT

Non-Disclosure and Non-Competition

At all times while this agreement is in force and after its expiration or termination, agrees to refrain from disclosing 's customer lists, trade secrets, or other confidential material. agrees to take reasonable security measures to prevent accidental disclosure and industrial espionage.

While this agreement is in force, the employee agrees to use his/her best efforts at performing his/her job, and to abide by the non-disclosure and non-competition terms of this agreement; the employer agrees to compensate the employee as follows:

After expiration or termination of this agreement, agrees not to compete with for a period of years within a -mile radius of . This prohibition will not apply if this agreement is terminated because violated the terms of this agreement.

The definition of competition means owning or working for a business that

agrees to pay liquidated damages in the amount of $ for any violation of the covenant not to compete.

IN WITNESS, and have signed this agreement.

Company Name:

Signature of Representative:

Employee Name:

Employee Signature:

Date:

What this Agreement Is and when it applies

A Form of Employment Nondisclosure and Non-Compete Agreement is a bilateral contract that sets confidentiality obligations and post-employment restrictions for a worker. It typically defines confidential information, limits on competitive activities, any non-solicitation obligations, the duration and geographic scope of restrictions, the consideration provided, and remedies for breach. Enforceability depends on reasonableness and state law; some states restrict or prohibit non-competes entirely. The form can be used for new hires, promotions, or as a condition of separation or settlement.

Why employers and employees use this form

This agreement clarifies expectations, protects trade secrets and client relationships, and documents consideration and consent. Properly tailored clauses reduce litigation risk and improve enforceability under ESIGN and UETA when signed electronically.

Who commonly completes this agreement

Employers, HR departments, hiring managers, and counsel prepare and issue these agreements to employees in roles with access to confidential information or strategic customer relationships.

Human resources and legal teams issuing role-specific restrictions and documentation for new hires and separations.
Sales and business development personnel whose client lists and relationships are sensitive and commercially valuable.
Engineers, product managers, and executives with access to proprietary code, designs, or pricing strategies.

Core clauses to include for clarity and enforceability

A professional Form of Employment Nondisclosure and Non-Compete Agreement organizes clauses so each obligation, duration, and remedy is clear and narrowly tailored to the business interest being protected.

Confidentiality

Define confidential information narrowly, exclude publicly known items, and explain permitted disclosures such as required legal orders or mutual consent, to avoid overbreadth challenges.

Non-Compete

State prohibited competitive activities, geographic area, and duration; ensure reasonableness tied to a legitimate business interest to improve enforceability.

Non-Solicitation

Prohibit solicitation of customers and employees for a defined period; specify customer lists or categories when possible to reduce ambiguity.

Consideration

Describe the consideration provided (employment, bonus, severance, equity) and the timing of payment to satisfy contract formation rules in relevant jurisdictions.

Remedies

State available remedies—injunctive relief, damages, attorney fees—and any liquidated damages formula if lawful and reasonable under state law.

Severability

Include a blue-pencil or reformation clause allowing courts to narrow overly broad terms rather than rendering the entire agreement void.

Step-by-step: completing the form

Follow this sequence to reduce omissions and align the document with applicable law.

01

Review role: Confirm the employee role and access to confidential information.
02

Draft clauses: Tailor confidentiality, non-compete, and non-solicit sections to business needs.
03

Specify terms: Set clear duration, territory, and consideration language.
04

Execute: Obtain signatures and retain a signed copy for records.

Typical e-signature process for execution

Use a secure e-signature workflow to collect signatures, preserve the audit trail, and produce a tamper-evident final document.

Upload document: Add the agreement PDF or DOCX to the signing platform.
Place fields: Insert signature, date, and initial fields where required.
Choose auth: Select signer authentication: email, SMS code, or stronger verification.
Send and capture: Send signing link and retain the certificate of completion.

Settings to configure for consistent digital execution

Configure template settings and authentication options so each signed copy contains a clear audit trail and required fields.

Field \| Configuration	Authentication method \| Email + SMS code or KBA
Template Variables	Role placeholders and merge fields for names and dates
Conditional Fields	Show non-compete only for specified job roles
Retention & Audit	Enable audit trail and secure archival
Encryption Settings	TLS in transit and AES-256 at rest

Technical considerations when sending electronically

Confirm format, signer authentication, and integration needs before sending to reduce friction and meet compliance requirements.

File formats: PDF, DOCX, and editable templates
Authentication: Email, SMS, KBA, or SSO options
Integrations: CRM and document systems supported

Security and compliance items to check

Encryption: TLS 1.2/1.3 and AES-256

Audit trail: Timestamped signer events

Regulatory compliance: ESIGN, UETA compliant

HIPAA support: BAA available

Certifications: SOC 2 Type II, ISO 27001

Access controls: Role-based permissions

Penalties and legal risks to consider

Unenforceable clause: May be void

State prohibition: Potential invalidation

Injunction risk: Courts may issue injunctions

Monetary damages: Compensatory awards possible

Statutory penalties: Fines or sanctions

Tax implications: Withholding and reporting issues

Common drafting and execution mistakes

Using overly broad geographic or activity restrictions that courts may categorize as an unreasonable restraint on trade.
Failing to identify specific confidential materials or customer lists, which weakens a confidentiality or non-solicit claim.
Omitting valid consideration or attempting to impose post-termination restrictions without fresh consideration in some states.
Neglecting to tailor the agreement for the employee’s role, increasing the likelihood of partial or full invalidation.

Practical clauses to include for enforceable drafting

Focus on specificity, proportionality, and documented consideration to produce clauses that a court is more likely to uphold.

Confidential Information

List types of information protected (customer lists, pricing, formulas) and clarify exclusions such as public knowledge or independently developed materials.

IP Assignment

Assign inventions and work product created during employment, with definitions limited to scope of employment and relevant projects.

Consideration

Specify the benefit given—initial employment, promotion, equity, or severance—and document timing of consideration delivery.

Severability

Allow reformation or blue-pencil modification when courts find sections unreasonable rather than invalidating the agreement.

Comparing common eSignature vendors for agreement execution

Basic pricing and feature availability for commonly used eSignature providers; signNow is listed first for comparison purposes.

	signNow	DocuSign	Adobe Sign	PandaDoc	HelloSign
Starting Price	$8/user/mo	$15/user/mo	$14/user/mo	$19/user/mo	$15/user/mo
Free Trial	7-day free trial	Varies	Varies	Varies	Varies
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No
Envelope Cap	No cap	100 envelopes/user/year	Varies	Varies	Varies

Frequently asked questions and practical answers

Answers to common questions about validity, electronic signing, state limits, and practical execution issues with nondisclosure and non-compete forms.

Need help? Contact support

Can this be e-signed?
Yes. Electronic signatures are generally enforceable under the ESIGN Act (15 U.S.C. ch. 96) and UETA in most states, provided intent, consent, attribution, and record retention requirements are met.
Are non-competes valid everywhere?
No. Enforceability depends on state law; some states like California largely void non-compete clauses while others enforce reasonable, narrowly tailored restrictions.
Do I need a notary or witness?
Most jurisdictions do not require notarization for NDAs or non-competes, but certain states or specific transaction types may require acknowledgment or witnesses for evidentiary benefits.
What makes a clause unenforceable?
Overbroad scope, indefinite duration, vague territorial limits, lack of consideration, or attempts to restrict lawful activity are common grounds for invalidation by courts.
How long should records be kept?
Retain signed agreements for the active term plus several years; follow federal baselines such as IRS three-year rules and HIPAA six-year retention where applicable.
When should I consult counsel?
Consult labor or contract counsel before issuing restrictive covenants, when operating across states with varying laws, or when drafting enforceability-sensitive language.

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