Non-Compete Agreement Template
This Non-Compete Agreement (the “Agreement”) is entered into ____________________ (the “Effective Date”), by and between ________________________, with an address of _____________________________ (the “Company”) and _________________, with an address of _______________________________, (the “Individual”), also individually referred to as “Party”, and collectively “the Parties.”
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Restricted Business. The Individual acknowledges that the Company’s primary business is _______________________________________________________________________. The Individual shall be restricted from competing with the Company in the Company’s primary business.
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Restricted Period. The Individual shall be restricted from competing with the Company for a period of ___ years upon termination of its relationship with the Company.
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Restricted Territory. The Individual shall be restricted from competing with the Company within a ___ mile radius from the Company’s primary business location at _______________________________________________________________________.
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Restrictions. During the Restricted Period and within the Restricted Territory, the Individual shall not, directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, or consultant of any entity engaged in the Restricted Business, without the prior, written consent of the Company.
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Non-Solicitation. The Individual further agrees not to solicit, either directly or indirectly, any employee of the Company to leave his/her employ with the Company; and the Individual agrees not to solicit, either directly or indirectly, the business of any client and/or customer of the Company.
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Consideration. The Company agrees to pay and the Individual agrees to accept $_______ as consideration to enter into this Non-Compete Agreement.
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Confidential Information. “Confidential Information” shall mean any and all technical and non-technical information provided by the Company, including but not limited to, any data, files, reports, accounts, or any proprietary information in any way related to products, services, processes, database, plans, methods, research, development, programs, software, authorship, customer lists, vendor lists, suppliers, marketing and/or advertising plans, methods, reports, analysis, financial or statistical information, and any other material related or pertaining to the Company’s business, it’s subsidiaries, respective clients, consultants or vendors that may be disclosed to the Individual herein contained within the terms of the Agreement. The Individual will not share any of this confidential information at any time. The Individual also will not use any of this confidential information for his/her personal benefit at any time. This section remains in full force and effect even after termination of the Agreement by its natural termination or the early termination by either party.
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Acknowledgments. The Individual acknowledges that the restrictions, prohibitions and other provisions of this Agreement, including the Restricted Period and Restricted Territory, are reasonable, fair, and equitable in scope, terms and duration, are necessary to protect the legitimate business interests of the Company, and are a material inducement to the Company to enter into this Agreement.
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Representations and Warranties. Both Parties represent that they are fully authorized to enter into this Agreement. The performance and obligations of either Party will not violate or infringe upon the rights of any third party or violate any other agreement between the Parties, individually, and any other person, organization, or business or any law or governmental regulation.
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Severability. In the event any provision of this Agreement is deemed invalid or unenforceable, in whole or in part, that part shall be severed from the remainder of the Agreement and all other provisions should continue in full force and effect as valid and enforceable.
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Waiver. The failure by either Party to exercise any right, power, or privilege under the terms of this Agreement will not be construed as a waiver of any subsequent or future exercise of that right, power, or privilege or the exercise of any other right, power, or privilege.
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Legal Fees. In the event of a dispute resulting in legal action, the successful Party will be entitled to its legal fees, including, but not limited to its attorneys’ fees.
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Legal and Binding Agreement. This Agreement is legal and binding between the Parties as stated above. This Agreement may be entered into and is legal and binding both in the United States and throughout Europe. The Parties each represent that they have the authority to enter into this Agreement.
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Governing Law and Jurisdiction. The Parties agree that this Agreement shall be governed by the State and/or Country in which the Company is located.
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Entire Agreement. The Parties acknowledge and agree that this Agreement represents the entire agreement between the Parties. In the event that the Parties desire to change, add, or otherwise modify any terms, they shall do so in writing to be signed by both Parties.
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The Parties agree to the terms and conditions set forth above as demonstrated by their signatures as follows:
Company
Signed: _____________________________________
Name: _____________________________________
Date: _____________________________________
Individual
Signed: _____________________________________
Name: _____________________________________
Date: _____________________________________
