Non-competition Agreement Template

NON-COMPETITION AGREEMENT

This Non-Competition Agreement (the "Agreement") is made as of by and between Company Name: , a business organized and existing under the laws of , with a principal place of business at (hereinafter "Employer"), and Employee Name: (hereinafter "Employee").

RECITALS

WHEREAS, Employer is engaged in the business of (the "Business"), and maintains Confidential Information and trade secrets material to its operations;

WHEREAS, Employee is or will be employed by Employer in the capacity of and, in the course of such employment, will have access to Employer's Confidential Information and substantial customer relationships; and

WHEREAS, Employer requires that Employee enter into reasonable restrictive covenants to protect Employer's legitimate business interests and that such covenants are supported by adequate consideration.

NOW, THEREFORE, in consideration of the mutual covenants 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 "Confidential Information" means any non-public information, whether written, oral or electronic, that relates to Employer's customers, pricing, business plans, technical data, software, methods, processes, product designs, marketing strategies, financial information, supplier lists, and other proprietary information disclosed to or learned by Employee in the course of employment, whether or not labeled confidential.

1.2 "Restricted Period" means the period during employment and for months following the termination of Employee's employment for any reason.

1.3 "Restricted Territory" means as tailored to the Business and Employee's responsibilities.

1.4 "Covered Activities" means engaging, directly or indirectly, as owner, employee, consultant, partner, member, manager, investor (other than a passive investment of less than 2% of a publicly traded company), or in any other capacity, in any business that competes with the Business in the Restricted Territory by providing products or services substantially similar to those offered by Employer, including:

2. NON-COMPETITION COVENANT

2.1 During the Restricted Period, Employee shall not, whether for Employee or on behalf of any other person or entity, directly or indirectly, engage in any of the Covered Activities within the Restricted Territory. This restriction applies regardless of title or business form and includes solicitation, management, ownership, operation, employment, or provision of services.

2.2 The parties agree that the scope, duration and territory of the covenants set forth in this Section 2 are reasonable and no greater than required to protect Employer's legitimate business interests, including confidential information, trade secrets, and customer relationships.

3. NON-SOLICITATION

3.1 During the Restricted Period, Employee shall not, directly or indirectly, solicit or induce any customer, client, supplier, or account of Employer with whom Employee had material contact during the twelve (12) months preceding termination, for the purpose of providing goods or services competitive with those of Employer.

3.2 During the Restricted Period, Employee shall not, directly or indirectly, solicit for employment or hire any person who is then employed by Employer or who was employed by Employer within the six (6) months preceding such solicitation or hire.

4. CONFIDENTIALITY

4.1 Employee shall hold in strict confidence and shall not disclose or use any Confidential Information except as required to perform Employee's duties for Employer. Employee shall take all reasonable measures to protect the confidentiality and avoid unauthorized use of Confidential Information.

4.2 The obligations of confidentiality shall survive termination of employment and remain in effect until such Confidential Information becomes generally known to the public through no breach by Employee or until Employer authorizes disclosure in writing.

5. CONSIDERATION

5.1 In consideration for the covenants contained herein, Employer shall provide:

5.2 Employee acknowledges receipt of the consideration described above and agrees that such consideration is fair, adequate and sufficient to support the covenants contained in this Agreement.

6. TERM; TERMINATION

6.1 This Agreement shall commence on the date set forth above and shall remain in effect for the duration of Employee's employment and for the Restricted Period following termination, subject to any written amendment signed by both parties.

6.2 Notwithstanding the foregoing, if Employer terminates Employee's employment without Cause prior to the expiration of the Restricted Period, Employer shall provide the following post-termination consideration:

7. REMEDIES; EQUITABLE RELIEF

7.1 Employee acknowledges that a breach of this Agreement will cause irreparable harm to Employer for which monetary damages may be an inadequate remedy. Accordingly, Employer shall be entitled to injunctive relief, specific performance and other equitable remedies to enforce the terms of this Agreement without the requirement of posting bond.

7.2 In addition to injunctive relief, Employer shall be entitled to recover damages, including but not limited to lost profits, diminution in business value, and reasonable attorneys' fees and costs incurred in enforcing this Agreement.

7.3 The parties agree that if any court determines that the scope, duration or territory of any restriction is unenforceable, such provision shall be reformed to the maximum extent permissible to give effect to the parties' intent and to render the provision enforceable.

8. ATTORNEYS' FEES AND COSTS

The prevailing party in any action to enforce this Agreement shall be entitled to recover reasonable attorneys' fees and costs from the non-prevailing party, in addition to any other relief awarded.

9. ASSIGNMENT

Employer may assign or transfer this Agreement, in whole or in part, to any successor entity by operation of law or by contract, and this Agreement shall inure to the benefit of Employer's successors and assigns. Employee may not assign any rights or obligations under this Agreement without Employer's prior written consent.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid, to the following addresses:

11. 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.

12. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, between the parties.

13. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision shall be reformed to the maximum extent permitted by law or, if reformation is not possible, severed from this Agreement and the remaining provisions shall continue in full force and effect.

14. AMENDMENTS; WAIVER

No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. No delay or failure to exercise any right shall operate as a waiver of that right.

15. COUNTERPARTS

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. Signatures delivered by electronic means shall be deemed originals.

16. SURVIVAL

The provisions of this Agreement that by their nature should survive termination or expiration of this Agreement, including but not limited to Sections 1, 2, 3, 4, 7, 8, 11, 12 and 13, shall survive such termination or expiration.

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