Noncompetition Agreement Template

NONCOMPETITION AGREEMENT

This Noncompetition Agreement (the "Agreement") is made as of the day of , , by and between Company Name: , a business organized as Corporation LLC Other, with principal place of business at , and Employee Name: , residing at . Company and Employee are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Company is engaged in certain business lines and maintains Confidential Information (as defined below) concerning customers, suppliers, pricing, product development and business strategy; and

WHEREAS, Employee is or will be employed or engaged by Company in a capacity that affords access to such Confidential Information and to substantial customer relationships; and

WHEREAS, Company desires to protect its legitimate business interests and Employee is willing to accept restrictions on post-termination activities in consideration of the employment, continued employment, or other consideration described herein.

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 "Confidential Information" means all nonpublic or proprietary information of Company, including but not limited to trade secrets, customer and supplier lists, pricing, cost data, forecasting, marketing and sales plans, technical data, software, formulas, processes, product roadmaps, and business strategies, whether or not reduced to writing.

1.2 "Competing Business" means any person, firm, corporation or other entity engaged in the design, development, manufacture, marketing or sale of products or services substantially similar to those developed, marketed or sold by Company during the last of Employee's employment.

2. CONFIDENTIALITY

Employee shall hold in strict confidence and shall not, directly or indirectly, disclose or use any Confidential Information except as required in the performance of Employee's duties for Company. The obligations of this Section shall survive termination of Employee's relationship with Company for a period of years.

3. COVENANT NOT TO COMPETE

3.1 During Employee's employment and for a period of following the termination of Employee's employment for any reason, Employee shall not, within the Territory defined below, directly or indirectly engage in, own, manage, operate, control, be employed by, consult with, or otherwise assist any Competing Business.

3.2 "Territory" means the geographic area consisting of

3.3 The Parties acknowledge that the scope, duration and territory of the restrictions in this Section are reasonable and necessary to protect Company's legitimate business interests, including its Confidential Information and customer relationships.

4. NON-SOLICITATION

For the duration specified in Section 3.1, Employee shall not, directly or indirectly, (a) solicit or attempt to solicit any customer, client or account of Company with whom Employee had material contact during the last of employment, or (b) solicit for employment or engagement any person who is or was an employee, contractor or consultant of Company during the last of Employee's employment.

5. CONSIDERATION

In consideration for the covenants contained herein, Company shall provide Employee with: (select all that apply)

6. EXCEPTIONS

The restrictions set forth in Sections 3 and 4 shall not apply to passive ownership of less than two percent (2%) of the outstanding securities of any publicly traded entity, provided Employee is not otherwise participating in the management of such entity.

7. REMEDIES

Employee acknowledges that a breach or threatened breach of this Agreement would cause Company irreparable harm for which monetary damages may be an inadequate remedy. Accordingly, Company shall be entitled to seek injunctive relief, specific performance and any other equitable relief in addition to monetary damages. Employee agrees that Company may obtain provisional relief without posting a bond where permitted by law.

If Company prevails in any litigation or arbitration to enforce this Agreement, Company shall be entitled to recover reasonable attorneys' fees, costs and expenses incurred in connection with such enforcement.

8. SEVERABILITY

If any provision of this Agreement is held to be invalid, unenforceable or overly broad as to duration, scope or geographic area, a court of competent jurisdiction may modify such provision to the extent necessary to render it valid and enforceable, and the remaining provisions shall remain in full force and effect.

9. 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 law principles.

10. 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, understandings and representations, whether written or oral.

11. AMENDMENTS AND WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. No waiver by either Party of any breach shall be deemed a waiver of any subsequent breach.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered personally, by certified mail (return receipt requested), or by nationally recognized overnight courier, to the addresses set forth below or to such other address as a Party may designate in writing.

13. COUNTERPARTS; ELECTRONIC SIGNATURES

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

14. SURVIVAL

The obligations of Employee with respect to Confidential Information, noncompetition and non-solicitation shall survive the termination of Employee's employment as set forth in this Agreement and shall be enforceable notwithstanding any termination.

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