Employee Non-Compete
Agreement
ocstoc Legal Agreements
This Employee Non-Compete Agreement may be used by a Company to
protect its legitimate business interests such as trade secrets and confidential
information. It ensures that during and upon the termination of the
employment period, the Employee will not engage in activities that place
him in direct competition with the Company he was formerly employed
with.
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Entire document © Docstoc, Inc., 2010, 2011
Attorney Drafted
EMPLOYEE NON-COMPETE AGREEMENT
THIS EMPLOYEE NON COMPETE AGREEMENT (hereinafter "Agreement"), effective as of
____ [Month] ____ [Date], 20___ [Year] (hereinafter “Effective Date”), between
________________________ [Instruction: Insert the name of company], a company
organized and existing under the laws of Alabama having principal place of business located at
_________________________________ [Instruction: Insert the address of company]
(hereinafter "Company"), and ________________________ [Instruction: Insert the name of
employee] residing at __________________________________________ [Instruction: Insert
the address of employee] (hereinafter "Employee"). The Company and the Employee may
individually be referred to as “Party”, or collectively as “Parties”.
WHEREAS, Employee has been offered employment by Company for the position of
________________________ [Instruction: Insert the position/designation of the Employee]
and has entered into an agreement with the Company (the “Employment Agreement”);
WHEREAS, Parties deem it in their respective interests to enter into an agreement
providing the obligation of non-compete for the Employee;
NOW, THEREFORE, in consideration of the mutual promises and agreements
contained herein, and for other good and valuable consideration, the receipt of which is hereby
acknowledged, the Parties hereto agree as follows:
1. COVENANT NOT TO COMPETE
Employee hereby agrees that, during the term of employment under the Employment
Agreement and for a period of ___________ (___) [Instruction: Insert period of
Agreement, e.g. One (◊ 1)] year thereafter (hereinafter “Restrictive Period”), whether with
or without good cause or for any or no cause, at the option either of the Company or the
Employee, with or without notice, the Employee will not compete with the Company and its
successors and assigns, without the prior written consent of the Company. The Employee
shall not:
a. alone, with and/or through others, be, become, or function as an officer, director,
employee, owner, corporate affiliate, salesperson, co-owner, partner, trustee, promoter,
founder, technician, engineer, analyst, agent, representative, distributor, re-seller, sub
licensor, supplier, investor or lender, consultant, advisor or manager of or to, or otherwise
acquire or hold any interest in or otherwise engage in the provision of services to, any
person or entity that engages in a business that is directly competitive (as defined below);
provided, however, that Employee may work exclusively for a division, entity, or
subgroup of such a business if the division, entity or subgroup is not directly competitive;
or
b. authorize Employee’s name to be used in connection with a business that is directly
competitive;
For purposes of this Agreement, “Directly Competitive” means developing,
manufacturing, providing, marketing, distributing, or otherwise commercially exploiting
any products, services, or technology that compete with the Company’s products,
services, or technology in existence as of the Effective Date or the foregoing products,
services, or technology as such may be developed, enhanced, or modified by the
Company after the Effective Date.
c. engage in or participate in, directly or indirectly, any business conducted under any name
that shall be the same as or similar to the name of the Company or any trade name used
by it that is (i) Directly Competitive (or indirectly ) with the business of the Company or
(ii) engaged in any related activity where the use of such name is reasonably likely to
result in confusion; or
d. transfer, sell, assign, pledge, hypothecate, give, create a security interest in or lien on,
place in trust (voting or otherwise), or in any other way dispose of more than
___________ percent (___%) [Instruction: Insert the percentage, e.g. one (◊ 1%)] of
total outstanding shares of the Company as of the date of said disposition in one or a
series of related transactions directly owned of record by the Employee to any person
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which is competitive with any significant aspect of the business of the Company, which,
measured by revenue generated, accounts at least 10% of the Company's business.
2. LIMITED GEOGRAPHIC SCOPE
a. This Agreement shall cover the Employee’s activities in every part of the territory in
which the Employee may conduct business during the term of the Employment
Agreement. “Territory shall mean (i) all counties in the State of Alabama, (ii) all other
states of the United States of America and (iii) all other countries of the world; provided
that, with respect to clauses (ii) and (iii) in this paragraph, the Company derives at least
___________ (___%) [Instruction: Insert the percentage, e.g. one (◊ 1%)] percent of
its gross revenues from such geographic area prior to the date of the expiration or
termination of the Agreement.
3. VIOLATION OF THIS AGREEMENT
a. In the event the Employee does not comply with the terms of this Agreement, the
Company reserves the right to discharge the Employee as an employee. Furthermore, the
Company reserves the right to recover monetary damages from the Employee, and the
Company may also recover punitive damages to the extent permitted by law. In the event
that monetary damages are an inadequate remedy for any harm suffered by the Company
as a result of a breach of this Agreement by the Employee, the Company may also seek
other relief, including an order of specific performance or injunctive relief.
b. The Employee further agrees to indemnify and hold the Company harmless from any
damages, losses, costs, or liabilities (including legal fees and the costs of enforcing this
indemnity agreement) arising out of or resulting from failure of the Employee to abide
by the terms of this Agreement.
4. MISCELLANEOUS
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a. Notices.
All notices and other communications required or permitted under this Agreement shall
be in writing and shall be either hand delivered by messenger in person, sent by facsimile,
sent by certified or registered first-class mail, postage pre-paid, or sent by nationally
recognized express courier service. Such notices and other communications shall be
effective upon receipt, delivered by messenger, or sent by facsimile, five days after
mailing if sent by mail, and one day after dispatch if sent by express courier, to the
following addresses, or such other addresses as any Party may notify the other parties in
accordance with this section.
If to Company: _________________
If to Employee: _________________
[Instruction: Insert addresses to be used for notification]
b. Amendments.
This Agreement may not be changed or modified in whole or in part except by a writing
signed by the Party against whom enforcement of the change or modification is sought.
c. Successors and Assigns.
This Agreement and all rights and obligations hereunder are personal to Employee and
may not be transferred or assigned by Employee at any time. Company may assign its
rights, together with its obligations hereunder, to any entity or person.
d. Governing Law and Jurisdiction.
This Agreement will be governed by and interpreted according to the substantive laws of
the State of Alabama without regard to such state’s conflict of laws principles. Parties
hereby expressly consent to the exclusive jurisdiction of the state and federal courts
located within _________________ [Instruction: Insert the County] County, in the
state of Alabama, USA with respect to the interpretation and enforcement of the
provisions of this Agreement.
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e. No Waiver.
No failure on the part of Company or Employee to exercise any power, right, privilege, or
remedy under this Agreement, and no delay on the part of Company or Employee in
exercising any power, right, privilege, or remedy under this Agreement, shall operate as a
waiver of such power, right, privilege, or remedy; and no single or partial exercise of any
such power, right, privilege, or remedy shall preclude any other or further exercise
thereof or of any other power, right, privilege, or remedy. Neither Company nor
Employee shall be deemed to have waived any claim arising out of this Agreement, or
any power, right, privilege, or remedy under this Agreement, unless the waiver of such
claim, power, right, privilege, or remedy is expressly set forth in a written instrument
duly executed and delivered on behalf of such party; and any such waiver shall not be
applicable or have any effect except in the specific instance in which it is given.
f. Severability.
Employee and Company recognize that the limitations contained herein are reasonably
and properly required for the adequate protection of the interests of Company. If for any
reason a court of competent jurisdiction or binding arbitration proceeding finds any
provision of this Agreement, or the application thereof, to be unenforceable, the
remaining provisions of this Agreement will be interpreted so as best to reasonably effect
the intent of the parties. The Parties further agree that a court of competent jurisdiction is
authorized to replace any such invalid or unenforceable provisions with valid and
enforceable provisions designed to achieve, to the maximum extent possible, the business
purposes and intent of such unenforceable provisions, all other provisions continuing in
full force and effect.
g. Counterparts.
This Agreement may be executed in counterparts which when taken together will
constitute one instrument. Any copy of this Agreement with the original signatures of all
parties appended will constitute an original.
h. Headings.
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The headings contained in this Agreement are for convenience of reference only, shall
not be deemed to be a part of this Agreement and shall not be referred to in connection
with the construction or interpretation of this Agreement.
i. Entire Agreement.
This Agreement constitutes the entire understanding and agreement of the Parties hereto
with respect to the subject matter hereof and supersedes all prior and contemporaneous
agreements or understandings, inducements or conditions, express or implied, written or
oral, between the parties with respect to the subject matter hereof.
j. Binding Effect.
This Agreement will be binding upon Employee and Employee’s representatives,
executors, administrators, estate, heirs, successors, and assigns, and will inure to the
benefit of Company and its successors and assigns. The Parties agree that this Agreement
shall not be interpreted against either party solely because this Agreement was drafted by
attorneys for Company.
5. ACKNOWLEDGMENT
By signing this Agreement, the Employee acknowledges that, in consideration of the
substantial benefits the Employee will receive as the Company's employee, the terms
contained in this Agreement are necessary and reasonable in all respects and that the
restrictions imposed on the Employee are reasonable and necessary to protect the Company's
legitimate business interests. Additionally, the Employee hereby acknowledges and agrees
that the restrictions imposed on the Employee by this Agreement will not prevent the
Employee from obtaining employment in its field of expertise or cause the Employee undue
hardship.
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year
first above written.
COMPANY ACCEPTED AND AGREED TO:
_________________________________ ____________________________________
[Instruction: Insert name of company] [Instruction: Insert signature of employee]
By: _______________________________ _________________________________
[Instruction: Insert the signature of duly [Instruction: Insert name of employee]
Authorized Representative of company]
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