Legal NSA Agreement

LEGAL NSA AGREEMENT

This Non-Solicitation Agreement (the "Agreement") is made as of Effective Date: between Company Name: , a Corporation Limited Liability Company Individual , with principal place of business at , and Counterparty Name: , a Corporation Limited Liability Company Individual , with principal place of business at (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, Company and Counterparty desire to protect the stability of their workforces and client relationships and have agreed to certain restrictions on solicitation; and

WHEREAS, during the course of the business relationship, each Party may obtain access to employees, contractors, clients and confidential information of the other Party; and

WHEREAS, the Parties desire to set forth the terms and conditions under which solicitation of the other Party's employees and customers is restricted.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained 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 "Protected Employee" means any person who, within the twelve (12) months prior to the Effective Date or during the Term, was employed or engaged by a Party and about whom the other Party obtained confidential information or with whom the other Party had material business contact.

1.2 "Protected Customer" means any person or entity that, within the twelve (12) months prior to the Effective Date or during the Term, was a customer, client, or prospective client of a Party and with whom that Party had direct and material business dealings.

1.3 "Solicit" or "Solicitation" means any action, direct or indirect, taken for the purpose of inducing or attempting to induce an employee to terminate employment or a customer to cease or alter business with a Party, including recruitment, offers of employment, offers of engagement as an independent contractor, or targeted solicitations of business.

2. NON-SOLICITATION OF EMPLOYEES

2.1 For the Term defined in Section 5, neither Party shall, directly or indirectly, solicit for employment or engagement as an independent contractor any Protected Employee of the other Party. The prohibition includes inducing employees to terminate employment or materially changing their terms of engagement.

2.2 The restrictions in this Section shall not apply to: (a) general solicitations not targeted at employees of the other Party (such as general advertising or job postings); (b) hires of employees who respond to a general advertisement and were not specifically approached; or (c) employees whose employment with the other Party has been terminated for a period of days prior to such hire.

3. NON-SOLICITATION OF CUSTOMERS

3.1 For the Term, neither Party shall, directly or indirectly, (a) solicit or attempt to solicit business from any Protected Customer of the other Party for purposes of providing products or services competitive with those provided by the other Party, or (b) induce or attempt to induce a Protected Customer to reduce or cease its business with the other Party.

3.2 Protected Customers shall be limited to customers with whom the relevant Party had material contact within the preceding months.

3.3 The restrictions in this Section shall not apply to: (a) unsolicited responses to bona fide inquiries from prospective customers; or (b) customers who independently seek the services of the other Party without any targeted effort by the soliciting Party.

4. CONFIDENTIAL INFORMATION

4.1 Each Party acknowledges that in connection with performance under this Agreement it may receive Confidential Information of the other Party. Confidential Information includes, without limitation, non-public business information, customer lists, pricing and employee records.

4.2 Each Party agrees to protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care, and to use Confidential Information only for purposes permitted by this Agreement.

5. TERM AND SURVIVAL

5.1 The term of this Agreement shall commence on the Effective Date and shall continue for a period of months (the "Term"), unless earlier terminated in accordance with this Agreement.

5.2 The obligations in Sections 2, 3 and 4 shall survive termination of this Agreement for a period equal to the Term or as otherwise specified herein.

6. REMEDIES

6.1 The Parties acknowledge that any breach of Sections 2 or 3 will cause irreparable injury for which monetary damages may be inadequate. Accordingly, in addition to any other remedies available at law or in equity, the non-breaching Party shall be entitled to injunctive relief, specific performance and such other equitable relief as a court may deem appropriate.

6.2 The Parties agree that, without prejudice to injunctive relief, a prevailing Party is entitled to recover its reasonable attorneys' fees and costs in any enforcement action.

6.3 Liquidated Damages: If the Parties elect to set liquidated damages for a breach, the Parties may specify an amount per breach: .

7. REPRESENTATIONS

Each Party represents and warrants that it has full power and authority to enter into and perform its obligations under this Agreement, that execution of this Agreement has been duly authorized, and that the Agreement constitutes a valid and binding obligation enforceable against such Party.

8. NOTICES

Notices to Company:

Notices to Counterparty:

9. AMENDMENTS

No modification or amendment of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

10. WAIVER

The failure of either Party to exercise any right under this Agreement shall not constitute a waiver of that right or any other right. Any waiver must be in writing and signed by the Party granting the waiver.

11. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the parties shall negotiate in good faith to replace such provision with a valid provision that preserves, to the extent possible, the parties' original intent. The remainder of this Agreement shall remain in full force and effect.

12. GOVERNING LAW

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

13. ENTIRE AGREEMENT

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

14. COUNTERPARTS

This Agreement may be executed in counterparts, each of which when executed shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be effective as original signatures.

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