Legal NS Form 2 Amended

Legal NS Form 2 Amended

This Non-Solicitation Agreement (Legal NS Form 2 Amended) is entered into as of by and between Company Name: , corporate form: , principal place of business: and Recipient Name: of address: .

RECITALS

WHEREAS, Company is engaged in the business of providing services and products in the field described as , and has developed and maintains relationships with customers, clients, and business contacts of material value to Company; and

WHEREAS, Recipient is or will be an employee, consultant or contractor of Company and, by virtue of Recipient's relationship with Company, will have access to Confidential Information and exposure to Company’s customer and personnel relationships; and

WHEREAS, the parties wish to amend and restate prior non-solicitation obligations pursuant to the terms set forth in this amended agreement.

NOW, THEREFORE, in consideration of the mutual covenants and other good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Confidential Information" means all non-public information disclosed by Company to Recipient, whether written, oral, electronic or other form, including but not limited to customer lists, pricing, product roadmaps, technical specifications, marketing strategies, business forecasts, financial information, and trade secrets. Confidential Information shall not include information that is or becomes generally available to the public other than as a result of a breach of this Agreement by Recipient.

1.2 "Solicit" or "Solicitation" means any direct or indirect action taken to induce, recruit, encourage, or facilitate: (a) employees or contractors to terminate or alter their engagement with Company; or (b) customers, clients or prospective customers to cease, reduce or alter their business relationship with Company.

1.3 "Protected Parties" shall include Company and its subsidiaries, affiliates, successors and assigns, together with the customers and referred contacts identified on the Company customer list attached as Exhibit A, if any.

2. NON-SOLICITATION COVENANT

2.1 During the Term (as defined in section 2.3) Recipient shall not, directly or indirectly, on Recipient's own behalf or on behalf of any other person or entity, solicit, induce, or attempt to solicit or induce any employee, consultant or independent contractor of Company to terminate or modify their employment or engagement with Company.

2.2 During the Term Recipient shall not, directly or indirectly, solicit or attempt to solicit the business of any Protected Party with whom Recipient had material contact or about whom Recipient obtained Confidential Information during the twelve (12) month period prior to Recipient’s separation from Company.

2.3 Term. The restrictions set forth in this Section 2 shall be effective for a period of from the Effective Date or from the date of termination of Recipient’s relationship with Company, whichever is later. For clarity, the parties intend this Section to be reasonable in duration and scope; if any court determines a duration to be excessive, the duration shall be reduced to the maximum enforceable period.

3. SCOPE, GEOGRAPHY AND EXCEPTIONS

3.1 Geographic Scope. The restrictions in this Agreement apply within the geographic area where Company actively conducts business during the twelve (12) months preceding the Effective Date, or such other area mutually agreed in writing as: .

3.2 Exceptions. The obligations in Section 2 shall not apply to persons or entities described in the following exceptions:

4. CONSIDERATION

Recipient acknowledges receipt of good and valuable consideration, the receipt and sufficiency of which Recipient hereby acknowledges, including but not limited to continued employment or engagement, access to Confidential Information, specialized training, and other benefits. Specific consideration provided at execution:

5. CONFIDENTIALITY; USE OF INFORMATION

Recipient shall not disclose, use, or permit the use of Confidential Information except as necessary to perform Recipient’s duties for Company or as expressly authorized in writing by Company. Recipient shall take all reasonable measures to protect Confidential Information and shall return or destroy such information upon Company's request or upon termination of Recipient’s relationship with Company.

6. REMEDIES; ENFORCEMENT

6.1 A breach of this Agreement will cause irreparable harm to Company for which monetary damages would be an inadequate remedy. Accordingly, in addition to any other remedies available at law or in equity, Company shall be entitled to seek temporary and permanent injunctive relief restraining any violation or threatened violation of this Agreement without the posting of a bond.

6.2 The prevailing party in any action to enforce this Agreement shall be entitled to recover reasonable attorneys' fees, costs and expenses incurred in connection with such action.

7. LIMITATION OF LIABILITY

Except for remedies available for injunctive relief or for misappropriation of trade secrets, in no event shall either party be liable to the other for consequential, incidental, special or punitive damages arising from or related to this Agreement.

8. NOTICES

All notices required or permitted hereunder shall be in writing and shall be delivered by hand, sent by certified mail (return receipt requested), or by nationally recognized overnight courier to the addresses set forth below or to such other address as either party may designate by notice in accordance with this Section.

9. AMENDMENT; WAIVER; SEVERABILITY

9.1 This Agreement may be amended or modified only by a written instrument executed by both parties. No waiver of any provision shall be effective unless in writing and signed by the party waiving compliance.

9.2 If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be reformed only to the extent necessary to make it valid and enforceable, and the remaining provisions shall remain in full force and effect.

10. ENTIRE AGREEMENT; COUNTERPARTS

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations, whether oral or written. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

11. GOVERNING LAW

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

12. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power, authority and legal right to enter into and perform this Agreement. Recipient further represents that performance of obligations hereunder will not violate any agreement with a third party.

MISCELLANEOUS PROVISIONS

Any interpretation of this Agreement shall not be construed against the drafter. The parties acknowledge that they had an opportunity to seek independent legal counsel prior to executing this Agreement.

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