VIEWS: 68 PAGES: 7 CATEGORY: Employee Confidentiality Agreements POSTED ON: 12/20/2011
This Employee Non-Compete Agreement is used by companies located in New Mexico to protect their legitimate business interests such as trade secrets and confidential information. It ensures that during and upon the termination of the employment period, their employees will not engage in activities that place them in direct competition with the company. The agreement restricts employees from working for a competitor for a certain period of time and within geographical area. This document contains numerous of the standard provisions commonly included in a non-compete agreement, and it may be customized to address the specific needs of the company.
Docstoc Legal Agreements This Employee Non-Compete Agreement is used by companies located in New Mexico to protect their legitimate business interests such as trade secrets and confidential information. It ensures that during and upon the termination of the employment period, their employees will not engage in activities that place them in direct competition with the company. The agreement restricts employees from working for a competitor for a certain period of time and within geographical area. This document contains numerous of the standard provisions commonly included in a non-compete agreement, and it may be customized to address the specific needs of the company. ® DISCLAIMERS: ALL INFORMATION AND FORMS ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING AS TO THEIR LEGAL EFFECT AND COMPLETENESS. They are for general guidance and should be modified by you o r your attorney to meet your specific needs and the laws of your state. 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All Rights Reserved 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 New Mexico having principal place of business located at _________________________________ [Instruction: Insert the address of company] (hereinafter the “Company”), and ________________________ [Instruction: Insert the name of employee] residing at __________________________________________ [Instruction: Insert the address of employee] (hereinafter the “Employee”). The Company and the Employee may individually be referred to as “Party”, or collectively as the “Parties”. WHEREAS, the Employee has been offered employment by the 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 The 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 the 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 the Employee’s name to be used in connection with a business that is directly competitive; © Copyright 2011 Docstoc, Inc. registered document proprietary, copy not 2 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 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 New Mexico, (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. © Copyright 2011 Docstoc, Inc. registered document proprietary, copy not 3 4. MISCELLANEOUS 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 the Employee and may not be transferred or assigned by the Employee at any time. The 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 New Mexico 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 New Mexico, USA with respect to the interpretation and enforcement of the provisions of this Agreement. e. No Waiver. No failure on the part of the Company or the Employee to exercise any power, right, privilege, or remedy under this Agreement, and no delay on the part of the Company or the 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 the © Copyright 2011 Docstoc, Inc. registered document proprietary, copy not 4 Company nor the 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. The Employee and the Company recognize that the limitations contained herein are reasonably and properly required for the adequate protection of the interests of the 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. 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 the Employee and the Employee’s representatives, executors, administrators, estate, heirs, successors, and assigns, and will inure to the benefit of the 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 the Company. © Copyright 2011 Docstoc, Inc. registered document proprietary, copy not 5 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. 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] © Copyright 2011 Docstoc, Inc. registered document proprietary, copy not 6
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