Legal NCA Document

LEGAL NCA DOCUMENT

This Non-Competition and Confidentiality Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Party A Name: , an entity type: Corporation LLC Individual, organized under the laws of , with principal place of business at (hereinafter "Party A"), and Party B Name: , an entity type: Corporation LLC Individual, organized under the laws of , with principal place of business at (hereinafter "Party B"). Party A and Party B are collectively referred to as the "Parties" and individually as a "Party."

RECITALS

WHEREAS, Party A possesses certain confidential, proprietary and trade secret information relating to its business operations, products, services, customers and techniques that provides Party A with a competitive advantage (collectively, "Confidential Information");

WHEREAS, Party B will have access to or be entrusted with Confidential Information and, in connection with its relationship with Party A, will acquire knowledge and familiarity with Party A's business such that a non-competition covenant and related protections are reasonable and necessary to protect Party A's legitimate business interests; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Confidential Information will be protected and certain non-competition and non-solicitation restrictions will apply.

NOW THEREFORE, in consideration of the mutual promises and covenants set forth 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 information disclosed by a Disclosing Party to a Receiving Party, whether orally or in writing, or by inspection of tangible materials, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, customer lists, pricing, business plans, marketing strategies, technical data, software, inventions, formulas, trade secrets, financial information and supplier information. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) is rightfully received from a third party without breach of an obligation of confidentiality; (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law, provided the Receiving Party gives prompt notice to the Disclosing Party and cooperates reasonably with any efforts to limit such disclosure.

2. CONFIDENTIALITY OBLIGATIONS

2.1 Duty of Confidentiality. The Receiving Party will: (a) hold in strict confidence and not disclose any Confidential Information to third parties except as expressly permitted by this Agreement; (b) use Confidential Information solely for the purposes of performing obligations and exercising rights under this Agreement; and (c) take at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

2.2 Authorized Disclosure. The Receiving Party may disclose Confidential Information only to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those contained herein. The Receiving Party remains liable for any breach by its representatives.

3. NON-COMPETITION

3.1 Covenant Not to Compete. During the Restricted Period, the Restricted Person shall not, directly or indirectly, engage in, own, manage, operate, finance, control or participate in any business or enterprise that is competitive with the Material Business of the Protected Party within the Geographic Area. For the purposes of this Agreement, the Restricted Person shall be:

3.2 Restricted Activities. The specific activities subject to this restriction include, without limitation:

3.3 Term and Geographic Scope. The Restricted Period shall be from the Effective Date. The Geographic Area shall be described as:

4. NON-SOLICITATION

4.1 During the Restricted Period, the Restricted Person shall not, directly or indirectly, solicit, induce or attempt to induce any employee, consultant or contractor of the Protected Party to terminate employment or engagement, or solicit the business of any customer or client of the Protected Party with whom the Restricted Person had material contact on behalf of the Protected Party. The non-solicitation period shall be after the Effective Date or termination of the relationship, whichever is later.

5. NON-CIRCUMVENTION

5.1 The Parties agree not to circumvent, avoid, bypass or obviate each other with respect to any business opportunity presented or developed in connection with Confidential Information. Any contact introduced by one Party to the other shall remain the introducing Party's contact for the purposes of any transactional negotiation for a period of .

6. CONSIDERATION

6.1 In consideration of the promises contained herein, the Protected Party shall provide the Restricted Person with the following consideration (select or describe monetary or non-monetary consideration):

6.2 If monetary consideration is provided, amount:

7. REMEDIES

7.1 Breach. The Parties acknowledge that any actual or threatened breach of Sections 2, 3, 4 or 5 will give rise to irreparable harm to the Protected Party for which monetary damages alone will be inadequate. Accordingly, in addition to any other remedies available at law or in equity, the Protected Party shall be entitled to seek injunctive and other equitable relief to prevent or remedy any such breach without the necessity of posting bond.

7.2 Remedies Cumulative. Remedies set forth in this Agreement are cumulative and in addition to all other remedies available at law or in equity.

8. ASSIGNMENT

8.1 Neither this Agreement nor any rights or obligations hereunder may be assigned by either Party without the prior written consent of the other Party, except that the Protected Party may assign this Agreement to an affiliate or successor in interest in connection with a merger or sale of substantially all of its assets, provided that the assignee assumes all obligations under this Agreement.

9. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the Parties at the addresses set forth below by certified mail, courier, or personal delivery. Notices shall be deemed effective upon receipt.

10. 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 laws principles.

11. ENTIRE AGREEMENT; SEVERABILITY

11.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, whether written or oral.

11.2 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision shall be reformed to the extent necessary to make it valid and enforceable while preserving the Parties' original intent; if reformation is not possible, such provision shall be severed and the remaining provisions shall remain in full force and effect.

12. AMENDMENTS; WAIVER; COUNTERPARTS

12.1 Amendments. This Agreement may be amended only by a written instrument executed by both Parties.

12.2 Waiver. No failure or delay by either Party in exercising any right under this Agreement will operate as a waiver of that right, nor will any single or partial exercise of any right preclude any other or further exercise of that right.

12.3 Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument.

13. MISCELLANEOUS

13.1 Remedies Cumulative; Attorney's Fees. The Parties agree that in the event of litigation to enforce this Agreement the prevailing Party shall be entitled to recover reasonable attorneys' fees and costs.

13.2 Interpretation. Headings are for convenience only and do not affect interpretation. The word "including" means "including without limitation."

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